Common use of Default and Remedies Clause in Contracts

Default and Remedies. If: (a) the Lessee fails to comply with any term, provision, condition, or covenant of this Agreement; (b) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may have.

Default and Remedies. If: (a) the Lessee Tenant fails to comply with any term, provision, condition, condition or covenant of this AgreementLease; (b) the Lessee Tenant deserts or vacates the Premises; (c) any petition is filed by or against the Lessee Tenant under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee Tenant becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee Tenant makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee Tenant or any of the assets of the LesseeTenant, then in any of such events, the Lessee Tenant shall be in default and the Lessor Landlord shall have the option to do any one or more of the following: upon ten (i10) days prior written notice, excepting the payment of rent or additional rent for which no demand or notice shall be necessary, in addition to and not in limitation of any other remedy permitted by law, to enter upon the Premises either with or without process of law law, and to expel, remove and put out the Lessee Tenant or any other persons thereon, together with all personal property; (ii) and, Landlord may terminate this Agreement; (iii) Lease or it may from time to time, without terminating this Lease, rent said Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term) and at such rental or rentals and upon such other terms and conditions as the Lessor Landlord in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premises. At the option of the LessorLandlord, rents received by the Lessor Landlord from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee Tenant to the Lessor Landlord other than Rent duerent and additional rent due hereunder; second, to the payment of any costs and expenses of such reletting, including, but not limited tolimited, attorney's fees, advertising fees, fees and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, alterations and changes in the Premises; : third, to the payment of Rent rent and additional Rent rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent rent and additional rent and interest to be paid by the Lessee Tenant under this AgreementLease, the Lessee Tenant shall pay any such deficiency to the Lessor Landlord and such deficiency shall be calculated and collected by the Lessor on a monthly basisLandlord monthly. No such re-entry or taking possession of said Premises shall be construed as an election on the LessorLandlord's part to terminate this Agreement Lease unless a written notice of such intention is given to the LesseeTenant. Notwithstanding any such reletting without termination, the Lessor Landlord may at any time terminate this Agreement Lease by reason of any default, in addition to any other remedy it may have, it may recover from Tenant the worth at the time of such termination of the excess of the amount of rent and additional rent reserved in this Lease for the balance of the Term over the then reasonable rental value of the Premises for the same period. Landlord shall have the right and remedy to seek redress in the courts at any time to correct or remedy any default of Tenant by injunction or otherwise, without such resulting or being deemed a termination of this Lease, and Landlord, whether this Lease has been or is terminated or not, shall have the absolute right by court action or otherwise to collect any and all amounts of unpaid rent or unpaid additional rent or any other sums due from Tenant to Landlord under this Lease which were or are unpaid at the date of termination. If it is necessary for Landlord to bring any action under this Lease, to consult with an attorney concerning or for the enforcement of any of Landlord's rights, then Tenant agrees in each and any such case to pay to Landlord, Landlord's reasonable attorney's fees. In addition to the remedies set forth herein, Tenant shall pay a late charge in the amount of % of any payment due hereunder which remains unpaid on the tenth day after same is otherwise due hereunder. Said late charge shall be deemed additional rent, and the assessment or collection of same shall not limit or delay Landlord's pursuit of any remedy arising hereunder upon Tenant's default.

Default and Remedies. If: (a) the Lessee fails to comply with any term, provision, condition, or covenant of this Agreement; (b) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent Rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basismonthly. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may have.

Default and Remedies. If: (a) the Lessee fails to comply with any term, provision, condition, or covenant of this Agreement; (b) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent Rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basismonthly. No such re-entry or taking possession of said Premises shall be construed as an election on the LessorXxxxxx's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may have.

Default and Remedies. IfThe occurrence of any one or more of the following shall constitute an "Event of Default": (a) Default be made in the Lessee fails to comply with payment of any term, provision, condition, or covenant of this Agreementobligation by Borrower under any Loan Document; (b) Except for any failure to pay as described in clause (a) above, material breach be made in any warranty, statement, promise, term or condition, contained herein or in any other Loan Document and the Lessee deserts same shall not have been cured to the satisfaction of Bank within fifteen (15) days after Borrower shall have become aware thereof, whether by written notice from Bank, or vacates otherwise, (except that no cure period shall exist for breaches in respect of Borrower's obligations under SECTION 8, SUBSECTIONS 9.A., 9.B., 9.C., 9.F., 9.G. and 9.H., SUBSECTIONS 10.A., 10.B. and 10.C. of this Loan Agreement, and SECTIONS 1 and 2 of the PremisesGeneral Security Agreement and a cure period of five (5) days shall exist for SUBSECTIONS 9.I., 10.D., 10.E. and 10.F.); (c) Any statement, warranty or representation made by Borrower at any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereoftime proves materially false; (d) Borrower defaults in the Lessee becomes insolvent repayment of any principal of or makes a transfer the payment of any interest on any indebtedness exceeding in fraud the aggregate principal amount $100K or breaches or violates any term or provision of creditorsany promissory note, loan agreement, mortgage, indenture or other evidence of such indebtedness pursuant to which amounts outstanding in the aggregate exceed $2.0M if the effect of such breach is to permit the acceleration of such indebtedness, whether or not waived by the note holder or obligee, and such failure shall not have been cured to Bank's satisfaction within fifteen (15) calendar days after Borrower shall become aware thereof, whether by written notice from Bank or otherwise, or there has in fact been an acceleration of such indebtedness; (e) the Lessee Borrower becomes insolvent or makes an assignment for the benefit of creditors; or (f) Any proceeding be commenced by Borrower under any bankruptcy, reorganization, arrangement, readjustment of debt or moratorium law or statute or, any such a receiver proceeding is appointed commenced against Borrower and is not dismissed or stayed within ten (10) days (provided that no Loans will be made prior to the dismissal of such proceeding); (g) Any money judgment, writ of attachment, garnishment, execution or other legal process be entered against Borrower or issued against any material property of Borrower which is not fully covered by insurance (subject to reasonable deductibles) and remains unvacated, unbonded, unstayed or unpaid or undischarged for more than fifteen (15) days (whether or not consecutive) or in any event later than five (5) days prior to the Lessee date of any proposed sale thereunder, or if any assessment for taxes against Borrower other than against any of its real property, is made by the Federal or State government or any department thereof; or (h) Any change in Borrower's financial condition, prospects or operations which has a Material Adverse Effect. Upon the occurrence and during the continuance of the assets an Event of the LesseeDefault, then in any of such eventsBank may, the Lessee shall be in default at its option and the Lessor shall have the option without demand first made and without notice to Borrower, do any one or more of the following: (i) enter the Premises either with or without process of law and Terminate its obligation to expel, remove and put out the Lessee or any other persons thereon, together with all personal propertymake loans to Borrower as provided in SECTION 1 hereof; (ii) terminate this AgreementDeclare all sums secured hereby immediately due and payable; (iii) rent said Premises Immediately take possession of the Collateral wherever it may be found, using all legally permissible means to do so, or require Borrower to assemble the Collateral and make it available to Bank at a place designated by Bank which is reasonably convenient to Borrower and Bank, and Borrower waives all claims for damages due to or arising from or connected with any part thereof such taking; (iv) Proceed in the foreclosure of Bank's security interest and sale of the Collateral in any manner permitted by law, or provided for such term herein; (v) Sell, lease or otherwise dispose of the Collateral at public or private sale, with or without having the Collateral at the place of sale, and upon terms and in such manner as Bank may determine, and Bank may purchase same at any such terms sale; (vi) Retain the Collateral in full satisfaction of the obligations secured thereby to the extent permitted under the Uniform Commercial Code; (vii) Exercise any remedies of a secured party under the Uniform Commercial Code; or (viii) Immediately record the IP Security Agreement with the United States Patent and conditions Trademark Office, the Register of Copyrights and/or the UCC Division of the California Secretary of State, to perfect Bank's security interests created and assignment granted in the Intellectual Property thereunder. Prior to any such disposition, Bank may, at its option, cause any of the Collateral to be repaired or reconditioned in such manner and to such extent as the Lessor in its sole discretion Bank may deem advisable, with and any sums expended therefor by Bank shall be repaid by Borrower and secured hereby. Bank shall have the right to repair, renovate, remodel, redecorate, alterenforce one or more remedies hereunder successively or concurrently, and change said Premisesany such action shall not estop or prevent Bank from pursuing any further remedy which it may have hereunder or by law. At the option If a sufficient sum is not realized from any such disposition of the Lessor, rents received Collateral to pay all obligations secured by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Loan Agreement, the Lessee shall Borrower hereby promises and agrees to pay Bank any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may havedeficiency.

Default and Remedies. If: (a) the Lessor may in writing declare this Agreement in default if: (i) Lessee breaches its obligation to pay rent or any other sum when due and fails to comply with any term, provision, condition, or covenant of this Agreementcure the breach within ten (10) days; (bii) the Lessee deserts or vacates the Premisesbreaches any of its insurance obligations under Section 9; (ciii) Lessee breaches any of its other obligations and fails to cure that breach within thirty (30) days after written notice from Lessor; (iv) any representation or warranty made by Lessee in connection with this Agreement shall be false or misleading in any material respect; (v) Lessee or any guarantor or other obligor for the Lessee's obligations hereunder ("GUARANTOR") becomes insolvent or ceases to do business as a going concern; (vi) any Equipment is illegally used; (vii) if Lessee or any Guarantor is a natural person, any death or incompetency of Lessee or such Guarantor; (viii) a petition is filed by or against the Lessee or any Guarantor under any section bankruptcy or chapter insolvency laws and in the event of an involuntary petition, the petition is not dismissed, within forty-five (45) days of the Federal Bankruptcy Actfiling date; (ix) Lessee default under any other material obligation for (A) borrowed money, as amended(B) the deferred purchase price of property, or (C) payments due under the lease agreement; (x) there is any similar law dissolution, termination or statute of the United States existence, merger, consolidation or change in controlling ownership or Lessee or any state thereof; (d) Guarantor, but not to include an initial public offering, or any other stock offering, preferred to common, in which the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditorsprimary purpose is to raise cash equity; or (fxi) there is a receiver is appointed for the Lessee or any of the assets of material adverse change in the Lessee, then in any of such events, the Lessee 's financial condition. The default declaration shall be in default and the Lessor shall have the option apply to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Schedules unless specifically excepted by Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may have.

Default and Remedies. If: North Country shall be deemed in default under this Security Agreement upon the occurrence and during the continuance of an Event of Default, as that term is defined in the Credit Agreement. In addition to all other rights and remedies granted to Purchaser by this Security Agreement, the Credit Agreement, the other Credit Documents, the UCC and other applicable Governmental Rules, Purchaser may, upon the occurrence and during the continuance of any Event of Default (a) and, if applicable, the Lessee fails to comply with any term, provision, condition, or covenant of this Agreement; (b) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter expiration of the Federal Bankruptcy Actsixty (60) day period as provided in the Credit Agreement), as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do exercise any one or more of the followingfollowing rights and remedies: (ia) collect, receive, appropriate or realize upon the Collateral or otherwise foreclose or enforce Purchaser's security interests in any or all Collateral in any manner permitted by applicable Governmental Rules or in this Security Agreement; (b) notify any or all Account Debtors to make payments on Receivables directly to Purchaser; (c) direct any depository bank or intermediary to liquidate the account(s) maintained by it, pay all amounts payable in connection therewith to Purchaser and/or deliver any proceeds thereof to Purchaser; (d) sell or otherwise dispose of any or all Collateral at one or more public or private sales, whether or not such Collateral is present at the place of sale, for cash or credit or future delivery, on such terms and in such manner as Purchaser may determine; (e) require North Country to assemble the Collateral and make it available to Purchaser at a place to be designated by Purchaser; (f) enter the Premises either onto any property where any Collateral is located and take possession thereof with or without process judicial process; and (g) prior to the disposition of law the Collateral, store, process, repair or recondition any Collateral consisting of goods, perform any obligations and enforce any rights of North Country under any Related Contracts or otherwise prepare and preserve Collateral for disposition in any commercially reasonable manner and to expelthe extent Purchaser reasonably deems appropriate. In furtherance of Purchaser's rights hereunder, remove and put out the Lessee North Country hereby grants to Purchaser an irrevocable, non-exclusive license (exercisable without royalty or other payment by Purchaser) to use, license or sublicense any patent, trademark, tradename, copyright or other persons thereonintellectual property in which North Country now or hereafter has any right, title or interest, together with the right of access to all personal property; media in which any of the foregoing may be recorded or stored (ii) terminate this Agreement; (iii) rent said Premises but only to the extent North Country is not prohibited from granting such irrevocable, non-exclusive license under applicable law or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right material agreement to repair, renovate, remodel, redecorate, alter, and change said Premiseswhich it is a party). At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment In any case where notice of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment sale or disposition of any costs and expenses of such relettingCollateral is required, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written North Country hereby agrees that seven (7) days notice of such intention sale or disposition is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may havereasonable.

Default and Remedies. If: (a) the Lessee fails to comply with any term, provision, condition, condition or covenant of this AgreementLease; (b) the Lessee deserts or vacates the Premises; (cc ) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: upon ten (i10) days prior written notice, excepting the payment of rent or additional rent for which no demand or notice shall be necessary, in addition to and not in limitation of any other remedy permitted by law, to enter upon the Premises either with or without process of law law, and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) and, Lessor may terminate this Agreement; (iii) Lease or it may from time to time, without terminating this Lease, rent said Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term) and at such rental or rentals and upon such other terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee to the Lessor other than Rent duerent and additional rent due hereunder; second, to the payment of any costs and expenses of such reletting, including, but not limited tolimited, attorney's ’s fees, advertising fees, fees and brokerage fees, and to the payment of any repairs, renovation, remodelingxxxx xxxxxx, redecorations, alterations, alterations and changes in the Premises; : third, to the payment of Rent rent and additional Rent rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent rent and additional rent and interest to be paid by the Lessee under this AgreementLease, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basismonthly. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's Xxxxxx’s part to terminate this Agreement Lease unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement Lease by reason of any default, in addition to any other remedy it may have, it may recover from Lessee the worth at the time of such termination of the excess of the amount of rent and additional rent reserved in this Lease for the balance of the Term over the then reasonable rental value of the Premises for the same period. Lessor shall have the right and remedy to seek redress in the courts at any time to correct or remedy any default of Lessee by injunction or otherwise, without such resulting or being deemed a termination of this Lease, and Lessor, whether this Lease has been or is terminated or not, shall have the absolute right by court action or otherwise to collect any and all amounts of unpaid rent or unpaid additional rent or any other sums due from Lessee to Lessor under this Lease which were or are unpaid at the date of termination. If it is necessary for Lessor to bring any action under this Lease, to consult with an attorney concerning or for the enforcement of any of Lessor’s rights, then Xxxxxx agrees in each and any such case to pay to Lessor, Xxxxxx’s reasonable attorney’s fees. In addition to the remedies set forth herein, Lessee shall pay a late charge in the amount of % of any payment due hereunder which remains unpaid on the tenth day after same is otherwise due hereunder. Said late charge shall be deemed additional rent, and the assessment or collection of same shall not limit or delay Xxxxxx’s pursuit of any remedy arising hereunder upon Xxxxxx’s default.

Default and Remedies. If: (a) Each of the Lessee following, at the option of Lender, shall constitute an "Event of Default" hereunder: (i) If an Event of Default occurs under and as defined in any Loan Document, or (ii) if either Guarantor fails to comply with perform in any termmaterial respect any of the terms, provisionconditions or covenants contained herein within eight (8) days following written demand as to any obligation relating to the payment of money (provided, conditionhowever, that such demand shall not be required in more than two (2) consecutive months, or covenant three (3) months in the aggregate, in any calendar year) or thirty (30) days following written demand as to any other obligation (provided that, if such default cannot reasonably be cured within such thirty (30) day period but Guarantors undertake to cure such default within such thirty (30) day period, such thirty (30) day period shall be extended to sixty (60) days), or (iii) if any representation or warranty made by either Guarantor herein or in writing in connection herewith is false or misleading in any material adverse respect when made, or (iv) if by decree of this Agreement; a court of competent jurisdiction, either Guarantor shall be adjudicated bankrupt or insolvent, or either Guarantor's property shall have been sequestered, and such decree shall have continued undischarged and unstayed for ninety (b90) days after the Lessee deserts entry thereof, or vacates the Premises; (c) if any petition is filed by or against the Lessee proceedings under any section or chapter of the Federal Bankruptcy ActCode or any similar statute applicable to either Guarantor, as amendednow or hereafter in effect, shall be instituted against either Guarantor and be consented to by the respondent or any order for relief shall be entered in such proceeding or such proceeding shall not be dismissed within ninety (90) days after such filing, or if either Guarantor shall institute any such proceeding against either Guarantor under any similar law such law, or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes if either Guarantor shall make an assignment for the benefit of creditors; creditors or (f) shall admit in writing an inability to pay debts generally as they become due or shall consent to the appointment of a receiver is appointed for the Lessee or any liquidator or trustee of the assets either Guarantor or of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in of its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may haveproperty.

Default and Remedies. If: 11.1 An event of default shall occur if (a) the Lessee fails to comply with pay when due any terminstallment of Rent or any other sum payable hereunder; provided, provisionhowever, condition, or covenant no event of default shall be deemed to have occurred on account of this Agreementclause (a) unless and until Lessor has provided Lessee five (5) days written notice of such payment failure and Lessee has failed to cure the payment failure during the five (5) day period; and provided, further, that Lessee shall only be entitled to such notice and five (5) day non default period an aggregate of twice during the Term and no notice of payment default need be given by Lessor thereafter; (b) either party fails to perform or observe in any material respect any covenant, condition or agreement to be performed or observed by it hereunder, and such failure continues for a period of fifteen (15) days after written notice of such failure (other than the Lessee deserts or vacates the Premisesrequirement to maintain insurance for which no period of grace shall apply); (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Acteither party ceases doing business as a going concern, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors, admits in writing its inability to pay its debts as they become due or such fact is determined by judicial proceedings, files a voluntary petition in bankruptcy, is adjudicated a bankrupt or an insolvent, files a petition seeking for itself any reorganization, rearrangement, composition, readjustment, liquidation, dissolution, or similar arrangement under any present or future statute, law or regulation, or files an answer admitting the material allegations of a petition filed against it in any such proceedings, consents to or acquiesces in the appointment of a trustee, receiver, or liquidator of, all or any substantial part of its assets or properties; (d) Lessee attempts to move, remove, sell, transfer, encumber, part with possession or sublet the Equipment or any item thereof in breach of this Lease; or (fe) a receiver is appointed for Lessee fails to maintain the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may haveinsurance required hereunder.

Default and Remedies. If: (a) 34. In the Lessee fails event that the Purchaser defaults on any of his obligations contained in this Agreement, makes any assignment to comply with creditors, files for bankruptcy or files any consumer proposal or becomes insolvent on or before Closing, including without limitation, breaching or failing in the performance or observance of any covenant, term, provisionagreement, conditionrestriction, stipulation or covenant provision of this Agreement; (b) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall Agreement to be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received performed and/or observed by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, Purchaser or if after applying said rentals there is any deficiency in lien, execution or encumbrance arising from any action or default whatsoever of the Rent and additional rent and interest to be paid by Purchaser being charged against or affecting the Lessee under this AgreementProperty, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by Purchaser fails to remedy such default forthwith upon request, then the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any defaultVendor, in addition to any other remedy it rights or remedies this Agreement provides, may, at its sole option, unilaterally suspend all of the Purchaser's rights, benefits and privileges contained herein (including without limitation, the right to make colour and finish selections with respect to the Dwelling as hereinbefore provided or contemplated), and/or unilaterally declare the Purchaser in default and\or this Agreement to be terminated and of no further force or effect, whereupon, save and except as provided in the Addendum to the contrary, all Deposits and Extras theretofore paid, together with all interest accrued thereon at the prescribed rate, if any, shall be retained by the Vendor as its liquidated damages, and not as a penalty, in addition to (and without prejudice to) any other rights or remedies available to the Vendor at law or in equity. The Purchaser shall be obliged to execute such releases and any other documents or assurances as the Vendor may require, in order to confirm that the Purchaser, in accordance with the terms of this Agreement, does not have (nor could be deemed or construed to have) any interest whatsoever in the Property and/or this Agreement, and in the event the Purchaser fails or refuses to execute same, the Purchaser hereby appoints the Vendor to be his lawful attorney in order to execute such releases, documents and assurances in the Purchaser's name, place and stead, and in accordance with the provisions of The Powers of Attorney Act R.S.O. 1990, as amended and/or The Substitute Decisions Act, 1992, as amended, the Purchaser hereby declares that this power of attorney may be exercised by the Vendor during any subsequent legal incapacity on the part of the Purchaser.

Default and Remedies. If: (a) the If Lessee fails to comply with any term, provision, conditionceases doing business as a going concern, or covenant of this Agreement; (b) the if any credit or financial information submitted to ThinkRenta by Lessee deserts is materially untrue, or vacates the Premises; (c) any if a petition in bankruptcy, insolvency, or reorganization is filed by or against the Lessee under or any section or chapter guarantor of the Federal Bankruptcy Act, as amendedLessee’s obligations hereunder, or under any similar law or statute of the United States if Lessee or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud guarantor of creditors; (e) the Lessee Lessee’s obligation makes an assignment for the benefit of creditors; creditors or (f) a receiver is appointed for the if Lessee defaults in payment or other performance required under this lease or any of the assets of the other lease or agreement between ThinkRenta and Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do ThinkRenta may exercise any one or more of the followingfollowing remedies: (ia) enter To declare the Premises either entire balance of rent hereunder immediately due and payable as to any or all schedules of Furniture, Equipment’s and Appliances covered hereby and to similarly accelerate the balances under any other leases between ThinkRenta and Lessee without notice or demand. (b) To xxx for and recover all rents, and other monies due, concerning any or all items of Furniture, Equipment, and Appliances to the extent permitted by law. (c) To require Lessee to assemble all Furniture, Equipment’s and Appliances at Lessee’s expense, at a place reasonably designated by ThinkRenta. (d) To remove any physical obstructions for removal of the Furniture, Equipment’s and Appliances from the place where the Furniture, Equipment’s and Appliances is located and take possession of any or all items of Furniture, Equipment’s and Appliances, without demand or notice, wherever same may be located, disconnecting, and separating all such Furniture, Equipment’s and Appliances from any other property, with or without process a court order or retaking hearing or other processes of law law, it is understood that facility of repossession in the event of default is a basis for the financial accommodation reflected by this lease. Lessee hereby waives all damages occasioned by such retaking. ThinkRenta may, at its option, use, ship, store, repair, or lease all Furniture, Equipment’s and Appliances so removed and sell or otherwise dispose of any such Furniture, Equipment, and Appliances at a private or public sale. Lessee shall be liable for and shall pay to expel, remove and put out the Lessee or any other persons thereon, together with ThinkRenta (a) all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor expenses incurred by ThinkRenta in its sole discretion may deem advisable, connection with the right to repairenforcement of any of ThinkRenta’s remedies, renovateincluding all expenses of repossession, remodelstoring, redecorateshipping, alterrepairing, and change said Premises. At selling or leasing the option of the LessorFurniture, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs Equipment’s and expenses of such reletting, including, but not limited to, attorney's fees, advertising feesAppliances, and brokerage (b) reasonable attorney’s fees, . ThinkRenta and Lessee acknowledge the difficulty in establishing a value for the unexpired lease term and owing to such difficulty agree that the payment provisions of any repairs, renovation, remodeling, redecorations, alterations, this paragraph represent an agreed measure of damages and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest are not to be paid deemed a forfeiture or penalty. If any payment is not made by the Lessee under this Agreementwhen due hereunder, the Lessee shall pay any to ThinkRenta, not later than one month thereafter, an amount calculated at the rate of five percent one rupee of each such deficiency delayed payment, but only to the Lessor extent allowed by law, and may, to the extent permitted by law, be exercised concurrently or separately. The exercise of any one remedy shall not be deemed to be an election of such deficiency remedy or to preclude the exercise of any other remedy. No failure on the part of the ThinkRenta to exercise and no delay in exercising any right or remedy shall be calculated operate as a waiver thereof or modify the terms of this lease. No part of these default and collected remedial provisions shall negate or in any way modify ThinkRenta’s right to use Lessee’s Security Deposit to the extent necessary to make good any arrears of rent and/or any damage, injury, expense, or liability caused to ThinkRenta by the Lessor on a monthly basis. No such re-entry event of default or taking possession breach of said Premises shall be construed the covenant as an election on the Lessor's part to terminate provided in paragraph 3 of this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may havelease agreement.

Default and Remedies. If: (a) the Lessee Tenant fails to comply with any term, provision, condition, condition or covenant of this AgreementLease; (b) the Lessee Tenant deserts or vacates the Premises; (c) any petition is filed by or against the Lessee Tenant under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee Tenant becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee Tenant makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee Tenant or any of the assets of the LesseeTenant, then in any of such events, the Lessee Tenant shall be in default and the Lessor Landlord shall have the option to do any one or more of the following: upon ten (i10) days prior written notice, excepting the payment of rent or additional rent for which no demand or notice shall be necessary, in addition to and not in limitation of any other remedy permitted by law, to enter upon the Premises either with or without process of law law, and to expel, remove and put out the Lessee Tenant or any other persons thereon, together with all personal property; (ii) and, Landlord may terminate this Agreement; (iii) Lease or it may from time to time, without terminating this Lease, rent said Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term) and at such rental or rentals and upon such other terms and conditions as the Lessor Landlord in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premises. At the option of the LessorLandlord, rents received by the Lessor Landlord from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee Tenant to the Lessor Landlord other than Rent duerent and additional rent due hereunder; second, to the payment of any costs and expenses of such reletting, including, but not limited tolimited, attorney's fees, advertising fees, fees and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, alterations and changes in the Premises; : third, to the payment of Rent rent and additional Rent rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent rent and additional rent and interest to be paid by the Lessee Tenant under this AgreementLease, the Lessee Tenant shall pay any such deficiency to the Lessor Landlord and such deficiency shall be calculated and collected by the Lessor on a monthly basisLandlord monthly. No such re-entry or taking possession of said Premises shall be construed as an election on the LessorLandlord's part to terminate this Agreement Lease unless a written notice of such intention is given to the LesseeTenant. Notwithstanding any such reletting without termination, the Lessor Landlord may at any time terminate this Agreement Lease by reason of any default, in addition to any other remedy it may have, it may recover from Tenant the worth at the time of such termination of the excess of the amount of rent and additional rent reserved in this Lease for the balance of the Term over the then reasonable rental value of the Premises for the same period. Landlord shall have the right and remedy to seek redress in the courts at any time to correct or remedy any default of Tenant by injunction or otherwise, without such resulting or being deemed a termination of this Lease, and Landlord, whether this Lease has been or is terminated or not, shall have the absolute right by court action or otherwise to collect any and all amounts of unpaid rent or unpaid additional rent or any other sums due from Tenant to Landlord under this Lease which were or are unpaid at the date of termination. If it is necessary for Landlord to bring any action under this Lease, to consult with an attorney concerning or for the enforcement of any of Landlord's rights, then Xxxxxx agrees in each and any such case to pay to Landlord, Xxxxxxxx's reasonable attorney's fees. In addition to the remedies set forth herein, Tenant shall pay a late charge in the amount of % of any payment due hereunder which remains unpaid on the tenth day after same is otherwise due hereunder. Said late charge shall be deemed additional rent, and the assessment or collection of same shall not limit or delay Landlord's pursuit of any remedy arising hereunder upon Xxxxxx's default.

Default and Remedies. IfIn the event: (a) the Lessee LESSEE fails to comply with any term, provision, condition, or covenant of this Agreementlease; (b) the Lessee LESSEE deserts or vacates the Premisespremises; (c) any petition is filed by or against the Lessee LESSEE under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; , (d) the Lessee LESSEE becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee LESSEE makes an any assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee LESSEE or any of the the: assets of the LesseeLESSEE, then in any of such events, the Lessee events LESSEE shall be in default and the Lessor and, LESSOR shall have the option to do any one or more of the following: following upon ten (i10) days prior written notice, excepting the payment of rent or additional rent for which no demand or notice shall be necessary, in addition to and not in limitation of any other remedy permitted by law; to enter upon the Premises premises or any part thereof either with or without process of law law, and to expel, remove and put out the Lessee LESSEE or any other persons who might be thereon, together with all personal propertyproperty found therein; (ii) and, LESSOR may terminate this Agreement; (iii) lese or it may from time to time, without terminating this lease, rent said Premises premises or any part thereof for such term or terms (which may be for a term extending beyond the term of this lease) and at such rental or rentals and upon such other terms and conditions as the Lessor LESSOR in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premisespremises. At the option of the LessorLESSOR, rents received by the Lessor LESSOR from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee LESSEE to the Lessor LESSOR other than Rent due; rent and additional rent due hereunder, second, to the payment of any costs and expenses of such reletting, including, reletting including but not limited to, attorney's to attorneys' fees, advertising fees, and brokerage fees, alterations and changes in the premises; third, to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent rent and additional Rent rent due and payable hereunder and interest thereon; and, and if after applying said rentals there is any deficiency in the Rent rent and additional rent and interest to be paid by the Lessee LESSEE under this Agreementlease, the Lessee LESSEE shall pay any such deficiency to the Lessor LESSOR and such deficiency shall be calculated and collected by the Lessor on a monthly basisLESSOR monthly. No such re-entry or taking possession of said Premises premises shall be construed as an election on the Lessorof LESSOR's part to terminate this Agreement lease unless a written notice of such intention is be given to the LesseeLESSEE. Notwithstanding any such reletting without termination, the Lessor LESSOR may at any time thereafter elect to terminate this lease for such previous breach and default. Should LESSOR at any time terminate this Agreement lease by reason of any default, in addition to any other remedy it may have, it may recover from LESSEE the worth at the time of such termination of the excess of the amount of rent and additional rent reserved in this lease for the balance of the term hereof over the then reasonable rental value of the premises for the same period LESSOR shall have the right and remedy to seek redress in the courts at any time to correct or remedy any default of LESSEE by injunction or otherwise. Without such resulting or being deemed a termination of this lease, and LESSOR, whether this; lease has been or is terminated or not shall have the absolute right by court action or otherwise to collect any and all amounts of unpaid rent or unpaid additional rent reserved in this lease for the balance of the term hereof over the then reasonable rental value of the premises for the same period LESSOR shall have the right and remedy to seek redress in the courts at any time to correct or remedy any default of LESSEE by injunction or otherwise, without such resulting or being deemed a termination or not, shall have the absolute right by court action or otherwise to collect any and all amounts of unpaid rent or unpaid additional rent or any other sums due from LESSEE to LESSOR under this lease which were or are unpaid at the date of termination. In case it should be necessary for LESSOR to bring any action under this lease, to consult or place said lease or any amount payable by LESSEE hereunder with an attorney concerning or for the enforcement of any LESSOR's rights hereunder, the LESSEE agrees in each and any such rise to pay to LESSOR, LESSOR's reasonable attorney's fees.

Default and Remedies. IfSection 13.1 The occurrence of any one or more of the following events shall constitute an Event of Default (herein so called) of Tenant under this Lease: (a) the Lessee if Tenant fails to comply with pay any term, provision, condition, or covenant Rent hereunder as and when such Rent becomes due and such failure shall continue for more than five (5) days after Landlord gives Tenant notice of this Agreementpast due Rent; (b) if Tenant fails to pay Rent on time more than twice in any period of twelve (12) months, notwithstanding that such payments have been made within the Lessee deserts or vacates the Premisesapplicable cure period; (c) if the Premises become vacant, deserted, or abandoned for more than ten (10) consecutive days or if Tenant fails to take possession of the Premises on the Commencement Date or promptly thereafter; (d) if Tenant permits to be done anything which creates a lien upon the Premises and fails to discharge or bond such lien or post such security with Landlord as is required by Article 11; (e) if Tenant violates the provisions of Article 8 by attempting to make an unpermitted assignment or sublease; (f) if Tenant fails to maintain in force all policies of insurance required by this Lease and such failure shall continue for more than ten (10) days after Landlord gives Tenant notice of such failure; (g) if any petition is filed by or against the Lessee Tenant or any guarantor of this Lease under any present or future section or chapter of the Federal Bankruptcy Act, as amendedCode, or under any similar law or statute of the United States or any state thereofthereof (which, in the case of an involuntary proceeding, is not permanently discharged, dismissed, stayed, or vacated, as the case may be, within sixty (60) days of commencement), or if any order for relief shall be entered against Tenant or any guarantor of this Lease in any such proceedings; (dh) the Lessee if Tenant or any guarantor of this Lease becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee creditors or makes an assignment for the benefit of creditors; (i) if a receiver, custodian, or (f) a receiver trustee is appointed for the Lessee Premises or any for all or substantially all of the assets of Tenant or of any guarantor of this Lease, which appointment is not vacated within sixty (60) days following the Lessee, then in any date of such events, appointment; (j) if Tenant fails to originally post or thereafter restore the Lessee shall be in default and the Lessor shall have the option Security Deposit as required pursuant to do any one Article 20 hereof; or more of the following: (ik) enter the Premises either with if Tenant fails to perform or without process of law and to expel, remove and put out the Lessee or observe any other persons thereon, together with all personal property; (ii) terminate terms of this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor Lease and such deficiency failure shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written continue for more than thirty (30) days after Landlord gives Tenant notice of such intention is given failure, or, if such failure cannot be corrected within such thirty (30) day period, if Tenant does not commence to correct such default within said thirty (30) day period and thereafter diligently prosecute the correction of same to completion within a reasonable time and in any event prior to the Lessee. Notwithstanding any time a failure to complete such reletting without termination, the Lessor may at any time terminate this Agreement by reason correction could cause Landlord to be subject to prosecution for violation of any defaultlaw, in addition rule, ordinance or regulation or causes, or could cause, a default under any mortgage, underlying lease, tenant leases or other agreements applicable to any other remedy it may havethe Project.

Default and Remedies. IfThe occurrence of any one of the following events ("EVENT OF DEFAULT") shall constitute a default under any Lease: (aA) the Lessee fails to comply with pay Base Rent or Additional Rent on or before five (5) business days after the date upon which said amounts are due; (B) any information, representation, warranty or financial statement is false or misleading in any material respect as of the date it was given to Lessor by or on behalf of Lessee; (C) Lessee fails to observe or perform any term, provision, condition, obligation, agreement or covenant set forth in the Master Lease or any Lease and such failure continues for a period of this Agreementthirty (30) days after written notice thereof is given to Lessee; (bD) Lessee assigns a Lease or sells, transfers, removes, encumbers, subleases, lends, abandons or parts with possession of any Unit, or attempts to do, or suffers or permits, any of the Lessee deserts or vacates the Premisesforegoing, except as expressly consented to by Lessor; (cE) Lessee or any petition is filed by guarantor of Lessee's obligations to Lessor ("GUARANTOR") ceases doing business as a going concern or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amendedmergers with, or under a substantial portion of Lessee's assets are acquired by, any similar law or statute of the United States other entity; (F) Lessee or any state thereofGuarantor, or their shareholders or partners, take any act of dissolution or liquidation; (dG) the Lessee or any Guarantor (i) becomes insolvent insolvent, (ii) fails or makes a transfer admits in fraud of creditors; writing its inability or unwillingness to pay its debts as they become due, (eiii) the Lessee makes an assignment for the benefit of creditors; , (iv) applies for, acquiesces in or (f) a receiver consents to the appointment of any receiver, trustee or other custodian for it or any substantial part of its property, or such receiver, trustee or other custodian is appointed without its application or consent and such appointment continues undischarged for a period of sixty (60) days; (H) any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, dissolution or liquidation proceeding or other law or statute for the relief of debtor's, is commenced in respect of Lessee or any of the assets of the Guarantor and, if such case or proceeding is not commenced by Lessee, then it is consented to or acquiesced in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the by Lessee or any other persons thereonGuarantor, together with all personal property; or remains undismissed for more than sixty (ii60) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisabledays, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may have.or

Default and Remedies. If(a). If any of the following events (an "Event of Default" or collectively "Events of Default") shall have occurred and be continuing, that is to say: (ai) the Lessee fails to comply with any term, provision, condition, Maker defaults in the payment of principal of or covenant of interest or premium (if any) on this AgreementNote when due and the Maker does not cure that default within 3 days after the due date; (bii) the Lessee deserts or vacates Maker defaults in the Premisesperformance of any obligation under this Note (other than the payment described in the immediately preceding clause) and the Maker does not cure that default within 30 days after receipt by the Maker of written notice from the Holder; (ciii) the Maker defaults in any petition payment of principal of or interest on any Senior Debt, beyond any period of grace provided with respect thereto or in the performance of any other term or condition contained in any agreement under which any such obligation is filed created if the effect of such default results in Senior Debt in excess of $1,000,000 becoming due prior to its stated maturity without such indebtedness being discharged or such acceleration being rescinded or annulled within a period of sixty (60) days; (iv) an order for relief shall be entered in any federal bankruptcy proceeding in which the Maker is the debtor; or bankruptcy, receivership, insolvency, reorganization, relief, dissolution, liquidation or other similar proceedings shall be instituted by or against the Lessee Maker or all or any part of the property of the Maker under any section or chapter of the Federal Bankruptcy Act, as amended, Code or under any similar other bankruptcy or insolvency law or statute of the United States or any bankruptcy or insolvency law of any state thereofof competent jurisdiction unless, if such proceedings are instituted against the Maker, such proceedings are dismissed and discharged within ninety (90) days after they are instituted; or (dv) the Lessee becomes Maker shall have become insolvent or makes unable to pay its debts as they mature, cease doing business as a transfer in fraud of creditors; (e) the Lessee makes going concern, undergo dissolution or liquidation, make an assignment for the benefit of creditors; , admit in writing its inability to pay its debts as they become due, or (f) if a trustee, receiver is or liquidator shall be appointed for the Lessee Maker, or for any substantial portion of the assets of the LesseeMaker, then and such appointment shall not be vacated within ninety (90) days; then, except as provided below with respect to an Event of Default under paragraph (a) of this Section 4, the holder of the Note if only one Note shall be outstanding, or the holders of at least a majority of the principal amount of the Notes, if more than one Note shall be outstanding, may at its or their option, after notice in writing to the Maker, declare the Note or all of the Notes, as the case may be, to be forthwith due and payable and thereupon the Note, or all of the Notes, shall be and become due and payable, together with interest and all other amounts accrued thereon (provided that if an Event of Default results from the filing of a voluntary petition in any bankruptcy proceeding or the filing of such eventsan involuntary petition in any bankruptcy proceeding which is not dismissed and discharged within ninety (90) days, the Lessee Notes thereupon shall be immediately become due and payable, with interest accrued thereon, without any notice from the holders of the Notes or otherwise), and, subject to the provisions of Section 5 hereof, the holder or holders of the Note or Notes may take any action or proceeding at law or in default equity which it or they deem advisable for the protection of its or their interests to collect and enforce payment and the Lessor Maker shall pay all expenses, court costs and reasonable attorneys' fees incurred in connection with or arising out of any default hereunder. Notwithstanding the foregoing, in case an Event of Default under paragraph (a) of this Section 4 shall occur, the holders shall have the option to do any one or more none of the following: rights and remedies otherwise contemplated by this Section 4 (including, without limitation, the right to accelerate the maturity of the Notes) UNLESS AND UNTIL (i) enter the Premises either with Blocking Period (as defined herein) shall have expired without the same having been cured or without process of law waived; and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate the Blocking Period shall have expired without any holder of Senior Debt having accelerated the maturity of such Senior Debt, but in such event, upon the satisfaction of said conditions (i) and (ii) above, the holders will have the rights and remedies contemplated by this Agreement; Section 4. In the event that the holders of Senior Debt in excess of $1,000,000 shall accelerate the maturity of any such Senior Debt, as a result of a default under the Loan Documents (iiias defined herein) rent said Premises or the Subsequent Loan Documents (as defined herein), then the indebtedness outstanding on the Notes, including all accrued and unpaid interest, principal and premium, if any, as well as any part thereof for such term or terms fees and at such terms and conditions as expenses payable to the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option holders of the Lessor, rents received Notes (unless waived by the Lessor holders of Senior Debt in excess of $1,000,000), shall be simultaneously accelerated. If any acceleration is rescinded or annulled by the holders of Senior Debt within sixty (60) days from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses acceleration of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this AgreementSenior Debt, the Lessee shall pay any such deficiency to acceleration of the Lessor and such deficiency shall Notes will automatically be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may haverescinded.

Default and Remedies. IfThe following shall be an event of default by Tenant: (ai) failure to perform or observe any non-monetary covenant in the Lessee fails Lease, which failure is not cured within 10 days after notice of such default or (ii) failure to comply with any term, provision, condition, or covenant of this Agreement; (b) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States pay Rent or any state thereof; (d) sum of money hereunder when due. Upon the Lessee becomes insolvent or makes a transfer in fraud occurrence of creditors; (e) the Lessee makes an assignment for the benefit event of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lesseedefault, then Landlord, without notice to Tenant in any of such eventsinstance (Tenant hereby expressly waiving any notices or demand required by law), the Lessee shall be in default and the Lessor shall have the option to may do any one or more of the followingfollowing without having forfeited the Lease: (i) enter perform, on behalf of and at the Premises either with or without process expense of law and Tenant, any obligation of Tenant under this Lease which Tenant has failed to expel, remove and put out the Lessee or any other persons thereon, together with all personal propertyperform; (ii) terminate declare the entire amount of the Rent which would become due and payable during the remainder of the Term of this AgreementLease to be due and payable immediately; (iii) rent re-enter the Demised Premises and may remove Tenant and all other persons and property from the Demised Premises, (iv) relet said Demised Premises or any part thereof for such term or terms and at upon any such terms and conditions as the Lessor Landlord in its sole discretion may deem advisable; (v) terminate this Lease, upon written notice to Tenant; (vi) remove Tenant's property from the Demised Premises and store the same at Tenant’s expense and without Landlord being deemed guilty of trespass or becoming liable for any loss or damage occasioned thereby. Landlord may also sell such property at a public or private sale, with the right proceeds being applied to repairthe costs of sale and storage, renovateLandlord’s reasonable attorney fees, remodel, redecorate, alteramounts owed to Landlord under this Lease, and change said Premiseswith any surplus paid to Tenant, in that order. At Tenant waives any rights to re-enter the option Demised Premises and any rights of the Lessorredemption; (vii) exercise any other legal or equitable right or remedy it may have, rents received by the Lessor from such reletting which shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, specifically include but not be limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment Landlord’s exercise without court proceeding of a lien on any repairs, renovation, remodeling, redecorations, alterations, and changes of Tenant’s property in the Premises; to the payment Demised Premises until cure of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basisall events of default. No such re-entry or taking possession commencement of said Premises any action for re-entry by Landlord shall be construed as an election on the Lessor's part to terminate this Agreement unless Lease nor to release Tenant from its obligations hereunder. Landlord and Tenant hereby mutually waive all rights to request a written notice jury trial in any action, proceeding, or counterclaim arising out of such intention is given this Lease. Tenant further waives any right to interpose any non-compulsory counterclaim, or to seek damages, other than injunctive relief, in relation to the Lesseereasonableness of Landlord’s discretion. Notwithstanding In no event may Tenant recover any special, consequential, indirect or punitive damages against or from Landlord herein, including, without limitation, any damages for or relating to any lost profit or business income. If this Lease is terminated by Landlord after default by Tenant, Tenant nevertheless shall remain liable for all Rent which may be due or damages which may be sustained prior to such reletting without termination, and all reasonable costs, fees, and expenses, including attorney fees, incurred by Landlord in pursuit of its remedies hereunder, and/or in connection with any bankruptcy proceedings of Tenant or Tenant's guarantor (if applicable), and/or in connection with renting the Lessor may Demised Premises to others from time to time, plus additional damages which shall be an amount equal to the present value of Rent, discounted at any time terminate this Agreement by reason a rate of any defaulteight percent (8%), in addition to any other remedy it may havewhich would have become due during the remainder of the Term.

Default and Remedies. If: (a) the Lessee Tenant fails to comply with any term, provision, condition, condition or covenant of this AgreementLease; (b) the Lessee Tenant deserts or vacates the Premises; (c) any petition is filed by or against the Lessee Tenant under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee Tenant becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee Tenant makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee Tenant or any of the assets of the LesseeTenant, then in any of such events, the Lessee Tenant shall be in default and the Lessor Landlord shall have the option to do any one or more of the following: upon ten (i10) days prior written notice, excepting the payment of rent or additional rent for which no demand or notice shall be necessary, in addition to and not in limitation of any other remedy permitted by law, to enter upon the Premises either with or without process of law law, and to expel, remove and put out the Lessee Tenant or any other persons thereon, together with all personal property; (ii) and, Landlord may terminate this Agreement; (iii) Lease or it may from time to time, without terminating this Lease, rent said Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term) and at such rental or rentals and upon such other terms and conditions as the Lessor Landlord in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premises. At the option of the LessorLandlord, rents received by the Lessor Landlord from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee Tenant to the Lessor Landlord other than Rent duerent and additional rent due hereunder; second, to the payment of any costs and expenses of such reletting, including, but not limited tolimited, attorney's ’s fees, advertising fees, fees and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, alterations and changes in the Premises; : third, to the payment of Rent rent and additional Rent rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent rent and additional rent and interest to be paid by the Lessee Tenant under this AgreementLease, the Lessee Tenant shall pay any such deficiency to the Lessor Landlord and such deficiency shall be calculated and collected by the Lessor on a monthly basisLandlord monthly. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's Landlord’s part to terminate this Agreement Lease unless a written notice of such intention is given to the LesseeTenant. Notwithstanding any such reletting without termination, the Lessor Landlord may at any time terminate this Agreement Lease by reason of any default, in addition to any other remedy it may have, it may recover from Tenant the worth at the time of such termination of the excess of the amount of rent and additional rent reserved in this Lease for the balance of the Term over the then reasonable rental value of the Premises for the same period. Landlord shall have the right and remedy to seek redress in the courts at any time to correct or remedy any default of Tenant by injunction or otherwise, without such resulting or being deemed a termination of this Lease, and Landlord, whether this Lease has been or is terminated or not, shall have the absolute right by court action or otherwise to collect any and all amounts of unpaid rent or unpaid additional rent or any other sums due from Tenant to Landlord under this Lease which were or are unpaid at the date of termination. If it is necessary for Landlord to bring any action under this Lease, to consult with an attorney concerning or for the enforcement of any of Landlord’s rights, then Tenant agrees in each and any such case to pay to Landlord, Landlord’s reasonable attorney’s fees. In addition to the remedies set forth herein, Tenant shall pay a late charge in the amount of % of any payment due hereunder which remains unpaid on the tenth day after same is otherwise due hereunder. Said late charge shall be deemed additional rent, and the assessment or collection of same shall not limit or delay Landlord’s pursuit of any remedy arising hereunder upon Tenant’s default.

Default and Remedies. If: (a) the Lessee shall be in Default ("Default") if (1) Lessee fails to comply with pay any termRent Payment or any other amount due under this Lease within five (5) days after the same becomes due and payable; (2) Lessee fails to make any payments on any lease or indebtedness of Lessee to Lessor arising independently of this Lease, provision, conditionin each case within five (5) days after the same becomes due and payable; (3) Lessee fails to perform or observe any term or covenant contained in this Lease, or covenant of any other instrument or document executed in connection with this AgreementLease; (b4) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee Guarantor becomes insolvent or makes (however defined), ceases business as a transfer in fraud of creditors; (e) the Lessee going concern, makes an assignment for the benefit of creditors, causes a petition of receivership or in bankruptcy to be filed or have the same filed against it (including a petition for reorganization or an arrangement), dies or is judicially declared incompetent; (5) Lessee or any Guarantor has made or furnished to Lessor any warranty, representation or statement which is proven to have been false in any material respect when made or furnished; (6) Lessee attempts to sell or encumber the Equipment, or suffers any levy, seizure or attachment to be made thereof or thereon; or (f7) a receiver Lessee commits or fails to commit any act which results in jeopardizing the rights of Lessor or causes Lessor to deem itself insecure as to its rights, (b) if Lessee is appointed for the Lessee in Default, Lessor, with or any of the assets of the without notice to Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option right to do exercise concurrently or separately, and without any one election of remedies to be deemed made, the following remedies (1) declares all Rent Payments due hereunder immediately due and payable; (2) terminate this Lease; (3) without incurring any liability to Lessee, enter upon Lessee's premises and without any court order or more other process of law remove the following: (i) enter the Premises either Equipment with or without process notice to Lessee; (4) sell or lease the Equipment at public auction or by private sale or lease; (5) bring an action for damages or pursue any other remedy available at law or equity, (c) whether or not Lessor exercises any of law its rights described in the paragraph 11, Lessor may recover from Lessee as liquidated damages, and not as a penalty, a sum equal to: (1) all unpaid Rent Payments including unpaid taxes (together with interest thereon) due up to the date of delivery of the Equipment to Lessor; plus (2) all expenses of any kind incurred by Lessor as a result of Lessee's Default, including costs of recovery, repair, storage, renting and sale, and attorneys' fees and costs; plus (3) all unpaid Rent Payments due and to expel, remove and put out become due after the Lessee or any other persons thereondate of surrender of the Equipment to Lessor, together with all personal propertythe estimated fair market value of the Equipment, both discounted to present value at the Discount Rate; minus (ii4) terminate this Agreement; the proceeds (iiiif any) rent said Premises received or to be received upon re-lease (discounted to present value at the Discount Rate) or actual sale of the Equipment or any part item thereof for such term or terms and at such terms and conditions as the determined by Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting which determination shall be applied in order as follows: conclusive. Lessee understands that there can be no assurance that Lessor will be able to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry lease or taking possession of said Premises shall be construed as an election on sell the Lessor's part to terminate this Agreement unless a written notice of Equipment or any item thereof in such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may havecircumstances.

Default and Remedies. If: (a) the Lessor may in writing declare this Agreement in default if: (i) Lessee breaches its obligation to pay rent or any other sum when due and fails to comply with any term, provision, condition, or covenant of this Agreementcure the breach within ten (10) days; (bii) the Lessee deserts or vacates the Premisesbreaches any of its insurance obligations under Section 8; (ciii) Lessee breaches any of its other obligations and fails to cure that breach within thirty (30) days after written notice from Lessor; (iv) any representation or warranty made by Lessee in connection with this Agreement shall be false or misleading in any material respect; (v) Lessee or any guarantor or other obligor for the Lessee's obligations hereunder ("GUARANTOR") becomes insolvent or ceases to do business as a going concern; (vi) any Equipment is illegally used; (vii) a petition is filed by or against the Lessee or any Guarantor under any section bankruptcy or chapter insolvency laws and in the event of an involuntary petition, the petition is not dismissed within forty-five (45) days of the Federal Bankruptcy Act, as amended, filing date; (viii) there is a default in or a revocation or anticipatory repudiation of any Guarantor's obligations under any similar law guaranty issued in connection with this Agreement; (ix) Lessee or statute any guarantor shall be in default under any obligation for borrowed money, for the deferred purchase price of property or any lease agreement and the applicable grace period with respect thereto shall have expired; (x) Lessee or any guarantor shall have terminated its existence, consolidated with, merged into or conveyed or leased substantially all of its assets as an entirety to any person (such actions being referred to as an "EVENT"), unless not less than sixty (60) days prior to such Event: (A) such person is organized and existing under the laws of the United States or any state state, and executes and delivers to Lessor an agreement containing an effective assumption by such person of the due and punctual performance of this Lease or guaranty thereof; , as the case may be, and (dB) Lessor is reasonably satisfied as to the Lessee becomes insolvent or makes a transfer in fraud credit worthiness of creditors; (e) the Lessee makes an assignment for the benefit of creditorssuch person; or (fxi) there is a receiver is appointed for change in controlling ownership of the issued and outstanding capital stock of Lessee or any Guarantor at any time, including, by way of the assets of the Lesseeexample, then in any of such eventsand not limitation, if American International Group Inc. fails to directly or indirectly own fifty percent (50%) or more, or have controlling ownership of, the Lessee shall be in default issued and the Lessor shall have the option to do any one or more outstanding capital stock of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate Guarantor at any time. Any provision of this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: Agreement to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such relettingcontrary notwithstanding, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition exercise all rights and remedies hereunder independently with respect to any other remedy it may haveeach Schedule.

Default and Remedies. If: (a) the Lessee fails to comply with any termIf a petition in bankruptcy, provisionarrangement, conditioninsolvency, or covenant of this Agreement; (b) the Lessee deserts or vacates the Premises; (c) any petition reorganization is filed by or against the Lessee under or any section or chapter guarantor of the Federal Bankruptcy Act, as amendedLessee’s obligations hereunder, or under any similar law or statute of the United States if Lessee or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud guarantor of creditors; (e) the Lessee Lessee’s obligations makes an assignment for the benefit of creditors; creditors or (f) a receiver is appointed for the if Lessee defaults in payment required under this Lease or under any of the assets of the other Lease agreement between Lessor and Lessee, then in any of such events, the Lessee shall be in default and the agrees Lessor shall have the option to do may exercise any one or more of the followingfollowing remedies: (a) To declare the entire unpaid balance of Lease Payments for the unexpired term of the Lease immediately due and payable and to similarly accelerate the balances due under any other Leases between Lessor and Lessee with notice of demand. (b) To xxx for and recover all Lease Payments and other monies due and to become due under the Lease, plus the estimated fair market value of the Equipment at the end of the originally scheduled Lease Term, all of which shall be discounted to the date of default at six (6%) percent per annum, but only to the extent permitted by law. (c) To require Lessee to assemble all Equipment at Lessee’s expense, at a place reasonably designated by Lessor. (d) To remove any physical obstructions for removal of the Equipment from the place where the Equipment is located and take possession of any or all items of Equipment, without demand of notice, wherever same may be located, disconnecting and separating all such Equipment from any other property, with or without any court order or pre-taking hearing or other process of law, it being understood that facility of repossession in the event of default is a basis for the financial accommodation reflected by this Lease. Lessee hereby waives any and all damages occasioned by such retaking. Lessee shall also be liable for and shall pay to Lessor (i) enter all expense incurred by Lessor in connection with the Premises either with enforcement of any Lessor’s remedies, including all expenses of repossessing, storing, shipping, repairing and selling the Equipment, and (ii) Lessor’s reasonable attorneys’ fees. Lessee acknowledges that Lessor incurs substantial expense in training and retaining qualified personnel and maintaining sufficient inventory or without process access to such in order to provide the level of law service required hereunder for the continued maintenance of the Equipment leased hereunder. Lessee further acknowledges that the Equipment leased hereunder rapidly becomes obsolete due to the constant changing of such technology. Lessor and Lessee both acknowledge the difficulty in establishing a value for the leased Equipment for any unexpired lease term should Lessee default under this Lease and owning to expel, remove such difficulty both Lessor and put out Lessee mutually agree and assent that the Lessee provisions of this paragraph represent an agreed measure of damages and such agreed measure of damages for default are not to be deemed forfeiture or penalty. Whenever any payment or any other persons thereonamounts due under this Lease which are not paid when due hereunder by Lessee such amounts not paid shall bear interest at the lower of (i) two percent (2%) per month, together with all personal property; or (ii) terminate this Agreement; (iii) rent said Premises or the highest interest rate allowed by law. Such amount shall be payable in addition to all amounts payable by Lessee as a result of exercise of any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessorremedies herein provided. All remedies of Lessor hereunder are cumulative, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, are in addition to any other remedies provided for by law, and may, to the extent permitted by law, be exercised concurrently or separately. The exercise of any one remedy it may haveshall not be deemed to be an election of such remedy or to preclude the exercise of any other remedy. No failure on the part of the Lessor to exercise and no delay in exercising any right or remedy shall operate as a waiver thereof or modify the terms of this Lease. A waiver of default shall not be a waiver of any other or subsequent default. Lessor’s recovery hereunder shall in no event exceed the maximum recovery permitted by law.

Default and Remedies. If: If (ai) Lessee defaults in any payment required under this Lease or any Schedules or under any other lease or agreement between Lessor and Lessee, or (ii) Lessee breaches any of the Lessee representations or warranties contained herein or fails to comply with perform any termof the terms, provision, condition, covenants or covenant conditions of this Agreement; Lease or any Schedule or (biii) the Lessee deserts a petition in bankruptcy, arrangement, insolvency or vacates the Premises; (c) any petition reorganization is filed by or against the Lessee under or any section or chapter guarantor of the Federal Bankruptcy Act, as amendedLessee's obligations hereunder, or under any similar law or statute of the United States (iv) Lessee or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud guarantor of creditors; (e) the Lessee Lessee's obligations makes an assignment for the benefit of creditors; , or (fv) without Lessor's written consent, Lessee sells all or a receiver substantial part of Lessee's assets or a majority of Lessee's voting stock is appointed for transferred, or (vi) during the term of the Lease or any Schedule there is a material adverse change in the financial condition of Lessee or any guarantor of Lessee's obligations, or (vii) an "Event of Default", [as defined in the Secured Business Loan Agreement dated as of March 4, 1998, as may be amended from time to time, (the "Credit Agreement"), between Lessee and Bank of America National Trust and Savings Association (the "Lender")], (after all applicable cure periods have run), shall be a default under the Lease. Lessee will promptly deliver to Lessor copies of all notices received by Lessee from the Lender or delivered by Lessee (or officer of Lessee) to the Lender to the effect that an Event of Default has occurred under the Credit Agreement, Lessee will also promptly deliver to Lessor written notice of the assets occurrence of any such Event of Default, if Lessee has not otherwise notified Lessor in accordance with the Lesseeimmediately preceding sentence, then in any of such eventsLessor may, to the Lessee shall be in default and the Lessor shall have the option to do extent permitted by law, exercise any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may have.the

Default and Remedies. IfIn the event: (a) the Lessee Tenant fails to comply with any term, provision, condition, condition or covenant of this AgreementLease; (b) the Lessee Tenant deserts or vacates the Premises; (c) any petition is filed by or against the Lessee Tenant under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee Tenant becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee Tenant makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee Tenant or any of the assets of the LesseeTenant, then in any of such events, the Lessee Tenant shall be in default and the Lessor Landlord shall have the option right, without the need for demand or notice, in addition to do and not in limitation of any one or more of the following: (i) other remedy permitted by law, to enter upon the Premises either with or without process of law law, and to expel, remove and put out the Lessee Tenant or any other persons who might be thereon, together with all personal propertyproperty found therein; (ii) and Landlord may terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said PremisesLease. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may Should Landlord at any time terminate this Agreement Lease by reason of any default, in addition to any other remedy it may have, Landlord shall have the right and remedy to seek redress in the courts at any time to correct or remedy any default of Tenant by injunction or otherwise, and Landlord shall have the absolute right by court action or otherwise to collect any and all amounts of unpaid Rent or unpaid Additional Rent or any other sums due from Tenant to Landlord under this Lease which were or are unpaid at the date of termination. In case it should be necessary for Landlord to bring any action under this Lease, to consult or place this Lease or any amount payable by Tenant hereunder with an attorney concerning or for the enforcement of any of Landlord’s rights hereunder, then Tenant agrees in each and any such case to pay to Landlord, Landlord’s reasonable attorney’s fees. If Tenant shall fail to pay when due any amount payable to Landlord under this Lease, Tenant shall pay to Landlord a “late charge” of $.05 for each dollar so overdue to defray part of the cost of collection. In addition, all delinquent payments shall accrue interest at a rate equal to the lesser of 1.5% per month or the maximum amount permitted by law, from the due date of such payment and shall constitute additional Rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord upon demand.

Default and Remedies. If: (a) Lessee shall be in default of any Equipment Schedule upon (i) failure to pay any installment of Monthly Rent or other charge payable by Lessee under such Equipment schedule as and when the same becomes due and payable and such default continues for a period of five (5) days after written notice; (ii) failure to perform any other term, covenant or condition of such Equipment Schedule or the inaccuracy in any material respect of any representation or warranty made by the Lessee fails in such Equipment Schedule or in any document or certificate furnished to comply with any termthe Lessor in connection therewith, provision, conditionwhich default or inaccuracy shall continue for a period of ten (10) days after written notice; (iii) the making of an assignment by Lessee for the benefit of its creditors or the admission by Lessee in writing of its inability to pay its debts as they become due, or covenant the insolvency of this Agreement; (b) Lessee, or the filing by Lessee deserts of a voluntary petition in bankruptcy, or vacates the Premises; (c) adjudication of Lessee as a bankrupt, or the filing by Lessee of any petition is filed by or against the Lessee answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any section present or chapter future statute, Law or regulation, or the filing of any answer by Lessee admitting, or the failure by Lessee to deny, the material allegations of a petition filed against it for any such relief, or the seeking or consenting by Lessee to, or acquiescence by Lessee in, the appointment of any trustee, receiver or liquidator of Lessee or of all or any substantial part of the properties of Lessee, or the inability of Lessee to pay its debts when due, or the commission by Lessee of any act of bankruptcy as defined in the Federal Bankruptcy Act, as amended; (iv) failure by Lessee, within sixty (60) days after the commencement of any proceeding against Lessee seeking any reorganization, arrangement, composition, readjustment, Liquidation, dissolution or similar relief under any similar present or future statute, law or statute regulation, to obtain the dismissal of such proceeding or, within sixty (60) days after the appointment, without the consent or acquiescence of Lessee, of any trustee, receiver or liquidator of Lessee or of all or any substantial part of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud properties of creditors; (e) the Lessee makes an assignment for the benefit of creditorsLessee, to vacate such appointment; or (fv) a receiver is appointed for the default by Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or under any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises Equipment Schedule or any part thereof for such term other agreement between Lessee and Lessor or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry assignee or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may haveSecured Party hereunder.

Default and Remedies. If24. In the event: (a) the Lessee Tenant fails to comply with any term, provision, condition, or covenant of this AgreementLease including the payment of all monies due; (b) the Lessee Tenant deserts or vacates the PremisesPremises for 30 consecutive days or more without notice to Landlord and without making the current rental payment; (c) any Any petition is filed by or against the Lessee Tenant under any section Section or chapter Chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee Tenant becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee Tenant makes an assignment for the benefit of creditors; or (f) a A receiver is appointed for the Lessee Tenant or any of the assets of the Lessee, Tenant; then in any of such events, the Lessee Tenant shall be in default and the Lessor Landlord shall have the option to do any one or more of the following: (i1) Upon ten (10) days prior written notice, excepting the payment of rent or additional rent for which no demand or notice shall be necessary, in addition to, and not in limitation of, any other remedy permitted by law; to enter upon the Premises or any part thereof, either with or without process of law law, and to expel, remove and put out the Lessee Tenant or any other persons who might be thereon, together with all personal propertyproperty found therein; or (ii2) Landlord may terminate this Agreement; (iii) rent Lease, or it may from time to time, without terminating this Lease, relet said Premises or any part thereof for such term or terms and at such rent and upon such other terms and conditions as the Lessor Landlord in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premises. At the option of the LessorLandlord, rents received by the Lessor Landlord from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee Tenant to the Lessor Landlord other than Rent due; rent and additional rent due hereunder, second to the payment of any costs cost and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, fees and real estate brokerage fees, and to the payment of any repairs, renovationrenovations, remodeling, redecorations, alterations, alterations and changes in the Premises; third to the payment of Rent rent and additional Rent rent due and payable hereunder and interest thereon; and, and if after applying said rentals monies there is any deficiency in the Rent rent and additional rent and interest to be paid by the Lessee Tenant under this AgreementLease, the Lessee shall pay any such deficiency to the Lessor and TGeneatntmshoarllepfaryoamnyhstutcph:/d/efwicwienwcy.gteotLfoarnmdlosr.doragnd such deficiency shall be calculated and collected by the Lessor on a monthly basisLandlord monthly. No such re-entry or taking possession of said Premises shall be construed as an election on the LessorLandlord's part to terminate this Agreement Lease unless a written notice of such intention is be given to Tenant. If Tenant vacates or abandons the LesseePremises, any property that Tenant leaves on the Premises shall be deemed to have been abandoned and may either be retained by Landlord as the property of Landlord or may be disposed of at public or private sale in accordance with applicable law as Landlord shall determine in its sole discretion. Notwithstanding The proceeds of any public or private sale of Tenant's property, or the then current fair market value of any property retained by Landlord, shall be applied by Landlord against (i) the expenses of Landlord for removal, storage or sale of the property; (ii) the arrears of rent or future rents payable under this Lease; and (iii) any other damages to which Landlord may be entitled hereunder. Notwithstanding, any such reletting without termination, the Lessor Landlord may at any time thereafter elect to terminate this Lease for such previous breach and default. Should Landlord at any time terminate this Agreement Lease by reason of any default, in addition to any other remedy it may have., it may recover from Tenant the amount at the time of such termination of the excess of the amount of rent and additional rent reserved in this Lease for the balance of the term hereof over the then reasonable rental value of the Premises for the same period. Landlord shall have the right and remedy to seek redress in the courts at any time to correct or remedy any default of Tenant by injunction or otherwise, without such resulting or being deemed a termination of this Lease, and Landlord, whether this Lease has been or is terminated or not, shall have the absolute right by court action or otherwise to collect any and all amounts of unpaid rent or unpaid additional rent or any other sums due from Tenant to Landlord under this Lease which were or are unpaid at the date of termination. In case it should be necessary for Landlord to bring any action under this Lease, to consult or place said Lease or any amount payable by Tenant thereunder with an attorney concerning or for the enforcement of any of Landlord's rights hereunder, then Tenant agrees in each and any such case to reimburse Landlord for its reasonable attorney's fees. All other remedies herein provided shall be cumulative to all other rights or remedies herein given to Landlord by law. A waiver by Landlord of any default by Tenant in the performance of any of the covenants, terms or conditions hereof shall not be considered or treated as a waiver of any subsequent or other default as to the same or any other matter. If Tenant shall default in the performance of any covenant, agreement, provision or condition herein contained, Landlord, without thereby waiving such default, may perform the same for the account and at the expense of Tenant, without notice in the case of emergency. Bills for any expense incurred by Landlord in connection with any such performance by Landlord for the account of Tenant, as well as bills for any property, material, labor or services provided, furnished or rendered, or caused to be provided, furnished or rendered, by Landlord to Tenant may be sent by Landlord to Tenant monthly, or immediately, at Landlord's option and shall be due and payable by Tenant upon notice of the amount or amounts and the amount or amounts thereof shall be deemed to be Additional Rent under this Lease. Tenant shall promptly give to Landlord notice as herein provided of any defects in the Premises including the failure of Landlord to do anything required to be done by law or by the terms of this Lease or the doing or permitting to be done anything prohibited by law or by the terms of this Lease. Unless Tenant has given said notice and Landlord has failed to commence to cause the cure of said defect within ten (10) days after receipt of said notice, Tenant shall have no right to terminate the said Lease or to declare a forfeiture and in no event shall rent xxxxx except as in this Lease specifically provided. Landlord shall not be obligated to notify Tenant of the due date of rent nor demand payment thereof on its due date, the same being expressly waived by Tenant. The acceptance of any sums of money from the Tenant that is less than the actual amount owed is considered a partial payment and does not relieve Tenant from the full amount that is owed Landlord. SECURITY DEPOSIT

Default and Remedies. If: (a) The occurrence of any of the following events shall constitute an event of default ("Event of Default") under a Schedule: (i) nonpayment by Lessee fails of Rent or any other sum payable by its due date which is not cured within ten days from due date; (ii) failure by Lessee to comply with perform or observe any other material term, provision, condition, covenant or covenant condition of this Agreement, any Schedule, or any applicable software license agreement, which is not cured within ten (10) days after notice thereof from Lessor; (iii) insolvency by Lessee; (iv) Lessee's filing of any proceedings commencing bankruptcy, or the filing of an involuntary petition against Lessee involving a substantial part of Lessee's property or the appointment of any receiver not dismissed within sixty (60) days from the date of said filing or appointment; (v) The subjection of a substantial part of Lessee's property or any part of the Asset(s) to any levy, seizure, assignment or sale for or by any creditor of Lessee or governmental agency; (vi) Any representation or warranty made by Lessee in this Master Lease Agreement, a Schedule, or in any document furnished by Lessee to Lessor in connection therewith or with the acquisition or use of the Asset(s) shall be untrue in any material respect; (vii) any termination of an applicable software license agreement unless due to Lessors actions. (viii) a change of control of Lessee which materially changes the financial structure of Lessee, whether by merger, acquisition or asset sale or otherwise, provided that, in the event of such change of control, Lessor's written consent shall constitute a waiver of this restriction and if, but only if, Lessee provides Lessor with such information as Lessor requests regarding the change of control, Lessor shall not unreasonably withhold consent. In the event of any sale of assets by Lessee as part of a change of control, all of Lessee's assets sold shall remain available to satisfy a judgment for Lessor arising from a default under this Lease regardless of provisions in the asset sale agreement absolving the purchaser of such liability; or (ix) Lessee winds up, dissolves or otherwise terminates its corporate existence, or consolidates with or merges with or into any entity, or sells, leases or otherwise transfers substantially all of its assets to any entity, or incurs a substantial amount of indebtedness other than in the ordinary course of its business, or engages in a leveraged buy-out or any other form of corporate reorganization, including conversion to Sub 'S' corporation status. (b) Upon the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter occurrence of the Federal Bankruptcy Actan Event of Default and during continuance thereof Lessor may, as amendedin its sole discretion, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with By notice to Lessee, terminate any or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal propertySchedules; (ii) terminate this AgreementProceed by appropriate court action to enforce the performance of the terms of the Schedule and/or recover damages; (iii) rent said Premises Whether or any part thereof not the Schedule is terminated, upon notice to Lessee, take possession of the Asset(s) wherever located, without demand, liability, court order or other process of law, and for such term purposes Lessee hereby authorizes Lessor, its assigns or the agents of either to enter upon the premises where such Asset(s) is/are located or cause Lessee, and Lessee hereby agrees, to return such Asset(s) to Lessor in accordance with the requirements of Section 12(a) hereof; (iv) By notice to Lessee, to the extent permitted by law, declare immediately due and payable and recover from Lessee, as liquidated damages and not as a penalty, the sum of (a) the Casualty Value set forth on the Schedule as of the date of default, or if Casualty Values are not shown on such Schedule, all Rent due during the remainder of the Schedule Term; (b) all Rent and other amounts due and payable on or before the date of default; and (c) costs, fees (including all attorneys' fees and court costs), expenses and (d) interest on (a) and (b) from the date of default at 1 1/2% per month or portion thereof (or the highest rate allowable by law, if less) and, on (c) from the date Lessor incurs such fees, costs or expenses. Upon Lessor's receipt of all monies due under 14 (b)(iv) above, Lessor shall pass title of the Asset(s) under the Schedule that is in default to Lessee. (c) Upon return or repossession of the Asset(s), Lessor shall use reasonable efforts to sell, re-lease or otherwise dispose of such Asset(s) in such commercially reasonable manner and upon such commercially reasonable terms and at such terms and conditions as the Lessor may determine in its sole discretion may deem advisable(the amount, with the right to repairif any, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the which Lessor from such reletting certifies it obtained through remarketing shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest conclusively presumed to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may have.the

Default and Remedies. IfSection 21.01. The occurrence of any one or more of the following events shall constitute an "Event of Default" under this Lease: (a) the Lessee fails if Tenant shall fail to comply with pay any term, provision, condition, Rental or covenant other sums payable by Tenant hereunder as and when such Rental or other sums become due and payable and such failure shall continue for more than five (5) business days after written notice of this Agreementsuch non-payment; (b) if Tenant shall fail to perform or observe any covenant or obligation hereunder and such failure shall continue for more than thirty (30) days after notice; or, if such failure is not of an emergency nature, does not endanger the Lessee deserts health, safety or vacates welfare of the PremisesPremises (or any portion thereof) or the occupants thereof, and is curable but cannot reasonably be cured within such thirty (30) day period, Tenant shall have a reasonable extension of such cure period, up to a maximum extension of one hundred twenty (120) days, so long as Tenant commences to correct same within said thirty (30) day period and thereafter diligently prosecutes the correction of same to completion; (c) if any petition is filed by or against the Lessee Tenant or any guarantor of Tenant's obligations under this Lease under any section or chapter of the present or any future Federal Bankruptcy ActCode or under any similar law or statute of the United States or any state thereof (which, in the case of an involuntary proceeding, is not permanently discharged, dismissed, stayed, or vacated, as amendedthe case may be, within sixty (60) days of its commencement), or if any order for relief shall be entered against Tenant or any guarantor of Tenant's obligations under this Lease in proceedings filed under any section or chapter of the present or any future Federal Bankruptcy Code or under any similar law or statute of the United States or any state thereof; (d) the Lessee if Tenant or any guarantor of Tenant's obligations under this Lease becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee if Tenant or any guarantor of Tenant's obligations under this Lease makes an assignment for the benefit of creditors; or (f) if a receiver receiver, custodian, or trustee is appointed for the Lessee Tenant or any guarantor of Tenant's obligations under this Lease or for any of the assets of Tenant or any guarantor of Tenant's obligations under this Lease, which appointment is not vacated within sixty (60) days of the Lessee, then in any date of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may haveappointment.

Default and Remedies. If: (a) In the Lessee event the business being conducted in the Leased Premises shall at any time be subsequently terminated, or if Tenant fails to comply operate in accordance with any term, provision, conditionthe provisions of Paragraph 5 hereof, or covenant in the event Tenant shall be in default in the payment of this Agreement; any installment of rent herein reserved more than ten (b10) days after the Lessee deserts due date of such installment, or vacates in the Premises; (c) event Tenant shall be in default in the performance of any petition is filed by or against the Lessee under any section or chapter other of the Federal Bankruptcy Actterms, as amendedcovenants, conditions or provisions herein contained binding upon Tenant after Landlord has given Tenant five(5) days prior written notice of such non-performance, or under any similar law or statute of in the United States or any state thereof; (d) the Lessee becomes event Tenant shall become insolvent or makes shall make a transfer in fraud of creditors; (e) the Lessee makes an general assignment for the benefit of its creditors; , or (f) in the event a receiver is shall be appointed for Tenant or a substantial part of its property and such receiver is not removed with five (5) days after appointment, or if any Hazardous Material is released in, on or about the Lessee or any of the assets of the LesseeLeased Premises, then in any of such events, the Lessee shall be in default and the Lessor Landlord shall have the option right (in addition to do any one or more all other rights and remedies provided by law) to terminate this Lease, to re-enter and take possession of the following: (i) enter the Premises either with Leased Premises, peaceable or by force, to remove any property therein, without process of law liability for damage to, and without obligation to store, such property, and to expelclean up any released Hazardous Material, remove and put out the Lessee cost of which shall constitute additional rent hereunder. In the event of any termination, Landlord may (but shall be under no obligation to) relet the Leased Premises, or any other persons thereonpart thereof, together with from time to time, in the name of Landlord or Tenant, without further notice, for such terms, on such conditions and for such uses and purposes as Landlord, in its sole discretion, may determine, and Landlord may collect and receive all personal property; (ii) terminate this Agreement; (iii) rents derived therefrom and apply the same, after deduction of all appropriate expenses, to the payment of the rent said payable hereunder, Tenant remaining liable for any deficiency. Landlord shall not be responsible or liable for any failure to so relet the Leased Premises or any part thereof thereof, or for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right any failure to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of collect any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may haveconnected therewith.

Default and Remedies. If: (a) the Lessee Tenant fails to comply with any term, provision, condition, condition or covenant of this AgreementLease; (b) the Lessee Tenant deserts or vacates the Premises; (c) any petition is filed by or against the Lessee Tenant under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee Tenant becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee Tenant makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee Tenant or any of the assets of the LesseeTenant, then in any of such events, the Lessee Tenant shall be in default and the Lessor Landlord shall have the option to do any one or more of the following: upon ten (i10) days prior written notice, excepting the payment of rent or additional rent for which no demand or notice shall be necessary, in addition to and not in limitation of any other remedy permitted by law, to enter upon the Premises either with or without process of law law, and to expel, remove and put out the Lessee Tenant or any other persons thereon, together with all personal property; (ii) and, Landlord may terminate this Agreement; (iii) Lease or it may from time to time, without terminating this Lease, rent said Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term) and at such rental or rentals and upon such other terms and conditions as the Lessor Landlord in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premises. At the option of the LessorLandlord, rents received by the Lessor Landlord from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee Tenant to the Lessor Landlord other than Rent duerent and additional rent due hereunder; second, to the payment of any costs and expenses of such reletting, including, but not limited tolimited, attorney's fees, advertising fees, fees and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, alterations and changes in the Premises; : third, to the payment of Rent rent and additional Rent rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent rent and additional rent and interest to be paid by the Lessee Tenant under this AgreementLease, the Lessee Tenant shall pay any such deficiency to the Lessor Landlord and such deficiency shall be calculated and collected by the Lessor on a monthly basisLandlord monthly. No such re-entry or taking possession of said Premises shall be construed as an election on the LessorLandlord's part to terminate this Agreement Lease unless a written notice of such intention is given to the LesseeTenant. Notwithstanding any such reletting without termination, the Lessor Landlord may at any time terminate this Agreement Lease by reason of any default, in addition to any other remedy it may have, it may recover from Tenant the worth at the time of such termination of the excess of the amount of rent and additional rent reserved in this Lease for the balance of the Term over the then reasonable rental value of the Premises for the same period. Landlord shall have the right and remedy to seek redress in the courts at any time to correct or remedy any default of Tenant by injunction or otherwise, without such resulting or being deemed a termination of this Lease, and Landlord, whether this Lease has been or is terminated or not, shall have the absolute right by court action or otherwise to collect any and all amounts of unpaid rent or unpaid additional rent or any other sums due from Tenant to Landlord under this Lease which were or are unpaid at the date of termination. If it is necessary for Landlord to bring any action under this Lease, to consult with an attorney concerning or for the enforcement of any of Landlord's rights, then Tenant agrees in each and any such case to pay to Landlord, Landlord's reasonable attorney's fees. In addition to the remedies set forth herein, Tenant shall pay a late charge in the amount of  % of any payment due hereunder which remains unpaid on the tenth day after same is otherwise due hereunder. Said late charge shall be deemed additional rent, and the assessment or collection of same shall not limit or delay Landlord's pursuit of any remedy arising hereunder upon Tenant's default.

Default and Remedies. IfHigh Falls shall be deemed in default under this Agreement upon the occurrence and during the continuance of an Event of Default under any promissory note evidencing any of the Obligations. In addition to all other rights and remedies granted to Genesee by this Agreement, a Mortgage of even date herewith or any note, the UCC and other applicable Governmental Rules, Genesee may, upon the occurrence and during the continuance of any Event of Default, exercise any one or more of the following rights and remedies: (a) collect, receive, appropriate or realize upon the Lessee fails to comply with Collateral or otherwise foreclose or enforce Genesee's security interests in any term, provision, condition, or covenant of all Collateral in any manner permitted by applicable Governmental Rules or in this Agreement; (b) the Lessee deserts notify any or vacates the Premisesall Account Debtors to make payments on Receivables directly to Genesee; (c) direct any petition is filed depository bank or intermediary to liquidate the account(s) maintained by or against the Lessee under it, pay all amounts payable in connection therewith to Genesee and/or deliver any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereofproceeds thereof to Genesee; (d) sell or otherwise dispose of any or all Collateral at one or more public or private sales, whether or not such Collateral is present at the Lessee becomes insolvent place of sale, for cash or makes a transfer credit or future delivery, on such terms and in fraud of creditorssuch manner as Genesee may determine; (e) require High Falls to assemble the Lessee makes an assignment for the benefit of creditorsCollateral and make it available to Genesee at a place to be designated by Genesee; or (f) a receiver enter onto any property where any Collateral is appointed located and take possession thereof with or without judicial process; and (g) prior to the disposition of the Collateral, store, process, repair or recondition any Collateral consisting of goods, perform any obligations and enforce any rights of High Falls under any Related Contracts or otherwise prepare and preserve Collateral for disposition in any commercially reasonable manner and to the Lessee extent Genesee reasonably deems appropriate. In furtherance of Genesee's rights hereunder, High Falls hereby grants to Genesee an irrevocable, non-exclusive license (exercisable without royalty or other payment by Genesee) to use, license or sublicense any patent, trademark, tradename, copyright or other intellectual property in which High Falls now or hereafter has any right, title or interest, together with the right of access to all media in which any of the assets of foregoing may be recorded or stored (but only to the Lesseeextent High Falls is not prohibited from granting such irrevocable, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of non-exclusive license under applicable law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or material agreement to which it is a party). In any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment case where notice of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment sale or disposition of any costs and expenses of such relettingCollateral is required, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written High Falls hereby agrees that seven (7) days notice of such intention sale or disposition is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may havereasonable.

Default and Remedies. IfIf and whenever an Event of Default occurs, then without prejudice to any other rights which it has pursuant to this lease or at law, the Landlord shall have the following rights and remedies, which are cumulative and not alternative: (a) to terminate this lease by notice to the Lessee fails to comply with any term, provision, condition, or covenant of this AgreementTenant; (b) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process as agent of law the Tenant and to expelrelet the Premises for whatever term, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at on such terms and conditions as the Lessor Landlord in its sole discretion may deem advisable, with determine and to receive the right to repair, renovate, remodel, redecorate, alter, rent therefor and change said Premises. At the option as agent of the LessorTenant to take possession of any property of the Tenant on the Premises, rents received to store such property at the expense and risk of the Tenant or to sell or otherwise dispose of such property in such manner as the Landlord may see fit without notice to the Tenant; to make alterations to the Premises to facilitate their reletting; and to apply the proceeds of any such sale or reletting first, to the payment of any expenses incurred by the Lessor from Landlord with respect to any such reletting shall be applied in order as follows: or sale; second, to the payment of any indebtedness from of the Lessee Tenant to the Lessor Landlord other than Rent dueRent; to the payment of any costs and expenses of such relettingthird, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent in arrears; with the residue to be held by the Landlord and additional applied in payment of future Rent as it becomes due and payable. The Tenant shall remain liable for any deficiency to the Landlord; (c) to remedy or attempt to remedy any default of the Tenant under this lease for the account of the Tenant and to enter upon the Premises for such purposes. No notice of the Landlord’s intention to perform such covenants need be given the Tenant unless expressly required by this lease. The Landlord shall not be liable to the Tenant for any loss, injury or damage caused by acts of the Landlord in remedying or attempting to remedy such default and the Tenant shall pay to the Landlord all expenses incurred by the Landlord in connection with remedying or attempting to remedy such default; (d) to recover from the Tenant all damages and expenses incurred by the Landlord as a result of any breach by the Tenant including, if the Landlord terminates this lease, any deficiency between those amounts which would have been payable by the Tenant for the portion of the Term following such termination and the net amounts actually received by the Landlord during such period of time with respect to the Premises; (e) to recover from the Tenant the full amount of the current month’s Rent together with the next 3 months’ instalments of Rent, all of which shall accrue on a day-to-day basis and shall immediately become due and payable hereunder as accelerated rent; and interest thereon; and(f) if this lease has been terminated in accordance with Section 7.01(a), if after applying said rentals there is to recover from the Tenant the unamortized portion of any deficiency in the Rent and additional rent and interest to be leasehold improvement allowance or inducement paid by the Lessee Landlord under the terms of this Agreementlease or the Lease Proposal, the Lessee shall pay any such deficiency amortization to the Lessor and such deficiency shall be calculated and collected from the date which is the later of the date of payment by the Lessor Landlord or the Commencement Date, and reducing on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on straight line basis to zero over the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may haveinitial Term.

Default and Remedies. IfAn Event of Default shall be deemed to have occurred hereunder and Factor may immediately exercise its rights and remedies with respect to the Purchased Accounts and the Collateral under this Agreement, upon the happening of one or more of the following five (5) days written notice to seller to cure: (a) the Lessee fails Seller shall fail to comply with pay as and when due any term, provision, condition, or covenant of this Agreementamount owed to Factor; (b) the Lessee deserts or vacates the Premises; (c) any petition is filed There shall be commenced by or against the Lessee Seller any voluntary or involuntary case under any section or chapter of the Federal Bankruptcy Act, as amendedCode, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors, or appointment of a receiver or custodian if not dismissed within fifteen (15) 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 portion thereof and the 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 excess of Fifty Thousand and No/100 Dollars ($50,000.00), 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 breach any covenant, warranty or representation set forth herein or same 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; or (fh) a receiver is appointed for the Lessee A material adverse change shall have occurred in Seller's financial conditions, business or any operations. Upon an Event of the assets of the LesseeDefault, then in any of such events, the Lessee all obligations due Factor shall become immediately due and owing and Factor shall be in default and the Lessor shall have the option entitled to do any one form of equitable relief that may be appropriate without having to establish any inadequate remedy at law or more of the following: (i) enter the Premises either with other grounds other than to establish that its Collateral is subject to being improperly used, moved, dissipated or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premiseswithheld from Factor. At the option of the Lessor, rents received by the Lessor from such reletting Factor shall be applied in order as follows: entitled to freeze, debit and/or effect a set-off against any fund or account Seller may maintain with any Bank. In the payment of any indebtedness from the Lessee event Factor deems it necessary to the Lessor other than Rent due; to the payment of any costs and expenses of such relettingseek equitable relief, including, but not limited to, injunctive or receivership remedies, as a result of and 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 bond, Factor may procure and file with the court a bond in an amount up to and not greater than Ten Thousand and No/100 Dollars ($10,000.00) notwithstanding any common or statutory law requirement to the contrary. Upon Factor's posting of such bond it shall 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 feesfees or costs, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; event any equitable relief sought by and awarded to Factor is thereafter, for whatever reason(s), vacated, dissolved or reversed. All post-judgment interest shall bear interest at the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may havecontract rate plus five percent (5%).

Default and Remedies. If: (aLessee shall be in default of any Lease if 0) the Lessee fails to comply with pay Rent within ten (10) days of due date; (it) Lessee fails to perform or observe or breaches any termcovenant or condition or any representation or warranty in such Lease, provisionand such failure or breach continues unremitted for a period of ten (10) days after written notice from Lessor; (iii) Lessee, conditionexcept as expressly permitted in the Lease, attempts to move, sell, transfer, encumber, or covenant sublet without consent any item of this AgreementProduct leased under such Lease; (biv) the Lessee deserts files or vacates the Premises; (c) any has filed against it a petition is filed by in bankruptcy or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; creditors or consents to the appointment of a trustee or receiver or either shall be appointed for Lessee or for a substantial part of its property without its consent, or (fv) a receiver is appointed for the Lessee or any guarantor of the assets of the Lessee, then in any of such events, the Lessee is declared legally deceased or if Lessee shall be in default and the terminate its existence by merger, consolidation, sale of substantially all of its assets or otherwise. Upon default, Lessor shall have the option to do any may, at its option, take one or more of the following: following actions, (i) enter the Premises either with or without process of law declare all sums due and to expelbecome due under the Schedule immediately due and payable, remove and put out the 00 require Lessee or any other persons thereonto return immediately all Product leased under such Schedule to Lessor in accordance with Paragraph 6 hereof, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises without breach of the peace take immediate possession of and remove the Product; 0v) sell any or all of the Product at public or private sale or otherwise dispose of, hold, use or lease to others, or; (v) exercise any part thereof for such term right or terms and at such terms and conditions as the remedy which may be available to Lessor in its sole discretion may deem advisableunder applicable law, with including the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At recover damages for the option breach of the LessorSchedule. In addition, rents received by the Lessor from such reletting Lessee shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, liable for reasonable attorney's fees, advertising fees, other costs and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of expenses resulting from any default, or the exercise of Lessor's remedies, including placing such Product in the condition required by Paragraph 6 hereof. Each remedy shall be cumulative and in addition to any other remedy it may haveotherwise available to Lessor at law or in equity. No express or implied waiver of any default shall constitute a waiver of any of Lessor's other rights.

Default and Remedies. If: (a) If an Event of Default occurs, then in each such case Sxxxxxxxxx may declare the Lessee fails Obligations to comply with be due and payable immediately, by a notice in writing to Airbee, and upon any termsuch declaration, provisionthe Obligations shall become immediately due and payable; provided, conditionhowever, or covenant of this Agreement; (b) that the Lessee deserts or vacates Obligations shall become immediately due and payable without the Premises; (c) any petition is filed by or against the Lessee under any section or chapter requirement of the Federal Bankruptcy Act, giving of any notice upon an Event of Default occurring as amended, the result of Airbee being dissolved or under any similar law or statute of the United States liquidated (or any state thereofjudgment, order or decree therefor shall be entered); (d) or if a creditors’ committee shall have been appointed for the Lessee becomes insolvent business of Airbee; or makes if Airbee shall have made a transfer in fraud of creditors; (e) the Lessee makes an general assignment for the benefit of creditorscreditors or shall have been adjudicated bankrupt and if not an adjudication based on a filing by Airbee, it shall not have been dismissed within thirty (30) days, or shall have filed a voluntary petition in bankruptcy or for reorganization or to effect a plan or arrangement with creditors or shall fail to pay its debts generally as such debts become due in the ordinary course of business (except as contested in good faith and for which adequate reserves are made in such party’s financial statements); or (f) shall file an answer to a creditor’s petition or other petition filed against it, admitting the material allegations thereof for an adjudication in bankruptcy or for reorganization; or shall have applied for or permitted the appointment of a receiver is or trustee or custodian for any of its property or assets; or such receiver, trustee or custodian shall have been appointed for the Lessee any of its property or assets (otherwise than upon application or consent of Airbee) and shall not have been removed within thirty (30) days; or if an order shall be entered approving any petition for reorganization of Airbee and shall not have been reversed or dismissed within thirty (30) days; or if Airbee shall take any action (corporate or other) authorizing or in furtherance any of the assets of the Lessee, then actions described above in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may havesubsection.

Default and Remedies. If24. In the event: (a) the Lessee Tenant fails to comply with any term, provision, condition, or covenant of this AgreementLease including the payment of all monies due; (b) the Lessee Tenant deserts or vacates the PremisesPremises for 30 consecutive days or more without notice to Landlord and without making the current rental payment; (c) any Any petition is filed by or against the Lessee Tenant under any section Section or chapter Chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee Tenant becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee Tenant makes an assignment for the benefit of creditors; or (f) a A receiver is appointed for the Lessee Tenant or any of the assets of the Lessee, Tenant; then in any of such events, the Lessee Tenant shall be in default and the Lessor Landlord shall have the option to do any one or more of the following: (i1) Upon ten (10) days prior written notice, excepting the payment of rent or additional rent for which no demand or notice shall be necessary, in addition to, and not in limitation of, any other remedy permitted by law; to enter upon the Premises or any part thereof, either with or without process of law law, and to expel, remove and put out the Lessee Tenant or any other persons who might be thereon, together with all personal propertyproperty found therein; or (ii2) Landlord may terminate this Agreement; (iii) rent Lease, or it may from time to time, without terminating this Lease, relet said Premises or any part thereof for such term or terms and at such rent and upon such other terms and conditions as the Lessor Landlord in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premises. At the option of the LessorLandlord, rents received by the Lessor Landlord from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee Tenant to the Lessor Landlord other than Rent due; rent and additional rent due hereunder, second to the payment of any costs cost and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, fees and real estate brokerage fees, and to the payment of any repairs, renovationrenovations, remodeling, redecorations, alterations, alterations and changes in the Premises; third to the payment of Rent rent and additional Rent rent due and payable hereunder and interest thereon; and, and if after applying said rentals monies there is any deficiency in the Rent rent and additional rent and interest to be paid by the Lessee Tenant under this AgreementLease, the Lessee shall pay any such deficiency to the Lessor and such TDenoanwt nshloalal dpaeydafnryosmuchhtdtepf:ic/i/enwcwy two .Ltiadndylfoorrdmansd.csoumch deficiency shall be calculated and collected by the Lessor on a monthly basisLandlord monthly. No such re-entry or taking possession of said Premises shall be construed as an election on the LessorLandlord's part to terminate this Agreement Lease unless a written notice of such intention is be given to Tenant. If Tenant vacates or abandons the LesseePremises, any property that Tenant leaves on the Premises shall be deemed to have been abandoned and may either be retained by Landlord as the property of Landlord or may be disposed of at public or private sale in accordance with applicable law as Landlord shall determine in its sole discretion. Notwithstanding The proceeds of any public or private sale of Tenant's property, or the then current fair market value of any property retained by Landlord, shall be applied by Landlord against (i) the expenses of Landlord for removal, storage or sale of the property; (ii) the arrears of rent or future rents payable under this Lease; and (iii) any other damages to which Landlord may be entitled hereunder. Notwithstanding, any such reletting without termination, the Lessor Landlord may at any time thereafter elect to terminate this Lease for such previous breach and default. Should Landlord at any time terminate this Agreement Lease by reason of any default, in addition to any other remedy it may have., it may recover from Tenant the amount at the time of such termination of the excess of the amount of rent and additional rent reserved in this Lease for the balance of the term hereof over the then reasonable rental value of the Premises for the same period. Landlord shall have the right and remedy to seek redress in the courts at any time to correct or remedy any default of Tenant by injunction or otherwise, without such resulting or being deemed a termination of this Lease, and Landlord, whether this Lease has been or is terminated or not, shall have the absolute right by court action or otherwise to collect any and all amounts of unpaid rent or unpaid additional rent or any other sums due from Tenant to Landlord under this Lease which were or are unpaid at the date of termination. In case it should be necessary for Landlord to bring any action under this Lease, to consult or place said Lease or any amount payable by Tenant thereunder with an attorney concerning or for the enforcement of any of Landlord's rights hereunder, then Tenant agrees in each and any such case to reimburse Landlord for its reasonable attorney's fees. All other remedies herein provided shall be cumulative to all other rights or remedies herein given to Landlord by law. A waiver by Landlord of any default by Tenant in the performance of any of the covenants, terms or conditions hereof shall not be considered or treated as a waiver of any subsequent or other default as to the same or any other matter. If Tenant shall default in the performance of any covenant, agreement, provision or condition herein contained, Landlord, without thereby waiving such default, may perform the same for the account and at the expense of Tenant, without notice in the case of emergency. Bills for any expense incurred by Landlord in connection with any such performance by Landlord for the account of Tenant, as well as bills for any property, material, labor or services provided, furnished or rendered, or caused to be provided, furnished or rendered, by Landlord to Tenant may be sent by Landlord to Tenant monthly, or immediately, at Landlord's option and shall be due and payable by Tenant upon notice of the amount or amounts and the amount or amounts thereof shall be deemed to be Additional Rent under this Lease. Tenant shall promptly give to Landlord notice as herein provided of any defects in the Premises including the failure of Landlord to do anything required to be done by law or by the terms of this Lease or the doing or permitting to be done anything prohibited by law or by the terms of this Lease. Unless Tenant has given said notice and Landlord has failed to commence to cause the cure of said defect within ten (10) days after receipt of said notice, Tenant shall have no right to terminate the said Lease or to declare a forfeiture and in no event shall rent xxxxx except as in this Lease specifically provided. Landlord shall not be obligated to notify Tenant of the due date of rent nor demand payment thereof on its due date, the same being expressly waived by Tenant. The acceptance of any sums of money from the Tenant that is less than the actual amount owed is considered a partial payment and does not relieve Tenant from the full amount that is owed Landlord. SECURITY DEPOSIT

Default and Remedies. If: Lessee shall be in default of any Lease if (ai) the Lessee fails to comply with pay Rent within ten (10) days of due date; (ii) Lessee fails to perform or observe or breaches any termcovenant or condition of any representation or warranty in such Lease, provisionand such failure or breach continues unremitted for a period of ten (10) days after written notice from Lessor; (iii) Lessee, conditionexcept as expressly permitted in the Lease, attempts to move, sell, transfer, encumber, or covenant sublet without consent any item of this AgreementProduct leased under such Lease; (biv) the Lessee deserts files or vacates the Premises; (c) any has filed against it a petition is filed by in bankruptcy or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; creditors or consents to the appointment of a trustee or receiver or either shall be appointed for Lessee or for a substantial part of its property without its consent, or (fv) a receiver is appointed for the Lessee or any guarantor of the assets of the Lessee, then in any of such events, the Lessee is declared legally deceased or if Lessee shall be in default and the terminate its existence by merger, consolidation, sale of substantially all of its assets or otherwise. Upon default, Lessor shall have the option to do any may, at its option, take one or more of the following: following actions; (i) enter the Premises either with or without process of law declare all sums due and to expelbecome due under the Schedule immediately due payable, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; require Lessee to return immediately all Product leased under such Schedule to Lessor in accordance with Section 6 hereof, (iii) rent said Premises without breach of the peasx xxxe immediate possession of and remove the Product; (iv) sell any or all of the Product at public or private sale or otherwise dispose of, hold, use or lease to others, or; (v) exercise any part thereof for such term right or terms and at such terms and conditions as the remedy which may be available to Lessor in its sole discretion may deem advisableunder applicable law, with including the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At recover damages for the option breach of the LessorSchedule. In addition, rents received by the Lessor from such reletting Lessee shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, liable for reasonable attorney's fees, advertising fees, other costs and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of expenses resulting from any default, or the exercise of Lessor's remedies, including placing such Product in the condition required by Section 6 hereof. Each remedy shall be cumulative and in addition to any other remedy it may haveotherwise available to Lessor at law or in equity. No express or implied waiver of any default shall constitute a waiver of any of Lessor's other rights.

Default and Remedies. IfIn addition to the defaults described in Section 22 hereinabove and in Section 27 hereafter, the occurrence of any one or more of the following events shall constitute a default and breach of this Lease by Tenant: (a) the Lessee fails failure to comply with pay any term, provision, condition, rental or covenant other payment required hereunder to or on behalf of this AgreementLandlord at the time or within the times herein specified for such payment; (b) the Lessee deserts failure to perform any of Tenant's agreements or vacates obligations hereunder (exclusive of a default in the Premisespayment of money) where such default shall continue for a period of three (3) days after written notice thereof from Landlord to Tenant, which notice shall be deemed to be the statutory notice so long as such notice complies with statutory requirements; (c) any petition is filed by the vacation or against the Lessee under any section or chapter abandonment of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereofDemised Premises by Tenant; (d) the Lessee becomes insolvent or makes making by Tenant of a transfer in fraud general assignment for the benefit of creditors; (e) the Lessee makes filing by Tenant of a voluntary petition in bankruptcy or the adjudication of Tenant as a bankrupt; (f) the appointment of a receiver to take possession of all or substantially all the assets of Tenant located at the Demised Premises or of Tenant's leasehold interest in the Demised Premises; (g) the filing by any creditor of Tenant of an assignment for the benefit of creditorsinvoluntary petition in bankruptcy which is not dismissed within sixty (60) days after filing; or (fh) a receiver is appointed for the Lessee attachment, execution or any other judicial seizure of all or substantially all of the assets of the LesseeTenant or Tenant's leasehold where such an attachment, then in any of such eventsexecution or seizure is not discharged within sixty (60) days. Any repetitive failure by Tenant to perform its agreements and obligations hereunder, the Lessee though intermittently cured, shall be in default and the Lessor shall have the option to do any one or more deemed an incurable default. Two (2) breaches of the following: same covenant within a sixty (i60) enter day period, a notice having been given pursuant to (a) or (b) above for the Premises either with first breach, or without process three (3) such breaches at any time during the term of law and this Lease for which notices pursuant to expel, remove and put out (a) or (b) above were given for the Lessee or any other persons thereon, together with all personal property; first two (ii2) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as breaches shall conclusively be deemed to be an incurable repetitive failure by Tenant to perform its obligations hereunder. In the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment event of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such relettingdefault or breach by Tenant, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor Landlord may at any time terminate this Agreement thereafter, without further notice or demand, rectify or cure such default, and any sums expended by reason Landlord for such purposes shall be paid by Tenant to Landlord upon demand and as additional rental hereunder. In the event of any defaultsuch default or breach by Tenant, Landlord shall have the right to continue the Lease in addition full force and effect and enforce all of its rights and remedies under this Lease, including the right to recover the rental as it becomes due under this Lease, or Landlord shall have the right at any other remedy it may have.time thereafter to elect to terminate said Lease and Tenant's right to possession thereunder. Upon such termination, Landlord shall have the right to recover from Tenant:

Default and Remedies. If: (a) In the Lessee fails to comply with event Tenant shall default in the payment of any term, provision, conditioninstallment of rent herein reserved, or covenant in the event Tenant shall default in the performance of this Agreement; (b) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Actterms, as amendedcovenants, conditions or provisions herein contained binding upon Tenant and such default shall not be remedied within five (5) days in the case of a monetary default, and thirty (30) days in the case of a non-monetary default during which time Tenant is diligently pursuing the cure if it cannot be cured within thirty (30) days, after written notice thereof shall have been given by Landlord to Tenant, or under any similar law in the event Tenant shall be adjudicated a bankrupt or statute of the United States or any state thereof; (d) the Lessee becomes shall become insolvent or makes shall make a transfer in fraud of creditors; (e) the Lessee makes an general assignment for the benefit of its creditors; , or (f) in the event a receiver is shall be appointed for the Lessee Tenant or any a substantial part of the assets of the Lesseeits property and such receiver is not removed within ninety (90) days after appointment, then in any of such events, the Lessee shall be in default and the Lessor Landlord shall have the option right (in addition to do any one or more all other rights and remedies provided by law), to reenter and take possession of the following: (i) enter the Premises either with Demised Premises, peaceably or without process of law by force, to terminate this lease and to expelremove any property therein, remove without liability for damage to, and put out without obligation to store, such property. In the Lessee event of such termination, Landlord may (but shall be under no obligation to) relet the Demised Premises, or any part thereof, from time to time, in the name of Landlord or Tenant, 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 persons thereoncosts of collection) to the payment of the rent payable hereunder, together with all personal property; (ii) terminate this Agreement; (iii) rent said 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 for such term thereof, or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from failure to collect any rent connected therewith. The failure of Tenant to keep the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but business open for a certain minimum hours as required under Paragraph 3 shall not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on constitute a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may have.

Default and Remedies. If: It shall constitute an “Event of Default” hereunder if (a) the Lessee any Borrower fails to comply with make when due any termpayment on the indebtedness hereunder, provision, condition, or covenant of this Agreement; (b) the Lessee deserts or vacates the Premises; any Borrower fails to perform any of its other agreements contained herein, (c) any Borrower or Subsidiary defaults under the terms or provisions of any other Loan Document or any other agreement, instrument or document executed in connection with or as security for the Revolving Credit Facility, (d) any CPI Seller defaults under the Stock Purchase Agreement, (e) any representation or warranty of any Borrower proves to have been untrue in any material respect when made, (f) any petition in bankruptcy is filed by any Borrower or against the Lessee any Material Subsidiary, or any order granting relief under any section bankruptcy or chapter of the Federal Bankruptcy Act, as amended, or under receivership law is filed with respect to any similar law or statute of the United States Borrower or any state thereof; Material Subsidiary, (dg) any Borrower or any Material Subsidiary permits a monetary judgment against it that could reasonably be expected to have a Material Adverse Effect to remain undischarged for a period in excess of thirty (30) days or (h) any Borrower or any Material Subsidiary dissolves. Upon the Lessee becomes insolvent or makes a transfer occurrence of an Event of Default specified in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or clause (f) a receiver is appointed for above, immediately, and upon the Lessee or occurrence of any other Event of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have Default hereunder at the option of Lender, without notice to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee Borrower or any other persons thereonperson, together the obligation of Lender to make any Advances (or deemed Advances) under the Revolving Credit Facility other than Permitted Dividend Advances with respect to Permitted Dividends for the prior calendar year that have not been previously made shall be terminated, all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as indebtedness of the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alterBorrowers, and change said Premises. At the option each of the Lessorthem, rents received by the Lessor from such reletting to Lender shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent immediately due and payable hereunder and interest thereon; and, if after applying said rentals there is Lender may take any deficiency in the Rent and additional rent and interest to other actions as may be paid permitted by the Lessee under this Agreement, any other Loan Document or any other document or instrument evidencing or securing the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basisRevolving Credit Facility. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written Each Borrower expressly waives presentment, demand, protest, notice of such intention is given to the Lessee. Notwithstanding any such reletting without terminationprotest, the Lessor may at any time terminate this Agreement by reason or other notice of dishonor of any defaultkind including, in addition without limitation, notice of intent to any other remedy it may haveaccelerate the maturity of the indebtedness hereunder and notice of acceleration of the maturity of the indebtedness hereunder.

Default and Remedies. If: (a) An Event of Default shall be deemed to have occurred hereunder and FGI may immediately exercise its rights and remedies with respect to the Lessee fails to comply with any term, provision, condition, or covenant of Purchased Accounts and the Collateral under this Agreement; (b) , upon the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter happening of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (a) Seller shall fail to pay as and when due any amount owed to FG1; (b) (i) enter the Premises either with commencement of any action for the dissolution or without process liquidation of law and Seller, or the commencement of any proceeding to expelavoid any transaction entered into by Seller, remove and put out or the Lessee commencement of any case or proceeding for reorganization or liquidation of Seller’s debts under the federal bankruptcy code or any other persons thereonstate or federal law, together with all personal now or hereafter enacted for the relief of debtors, whether instituted by or against Seller; provided however, that Seller shall have thirty (30)days to obtain the dismissal or discharge of involuntary proceedings filed against it, it being understood that during such thirty (30) day period, (ii) Seller makes or proposes in writing, an assignment for the benefit of creditors generally, offers a composition or extension to creditors, or makes or sends notice of an intended bulk sale of any business or assets now or hereafter owned or conducted by Seller, or (iii) the appointment of a receiver, liquidator, custodian, trustee or similar official or fiduciary for Seller or for Seller’s property; (iic) terminate this AgreementSeller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due; (iiid) rent said Premises any involuntary lien, garnishment, attachment or the like shall be issued against or shall attach to the Purchased Accounts, the Collateral or any part portion thereof and the same is not released within ten (10)days; (e) Seller suffers the entry against it for a final judgment for the payment of money in excess of $50,000, 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 term periods and a stay of execution pending such appeal is obtained; (0 Seller shall breach any covenant, warranty or terms representation set forth herein or same shall be untrue when made; (g) 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 FGI is not true and correct in any material respect; (h) 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 which is not dismissed or paid within fifteen (!5) days; (i) any breach, default, event of default or termination by licensor of any license agreement with respect to Inventory or (j) a material adverse change shall have occurred in Seller’s financial conditions, business, operations or prospects. Upon the occurrence of an Event of Default, all obligations owing to FGI (including the Obligations) shall become immediately due and owing at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of FGI (provided upon the Lessoroccurrence of an Event of Default under clause (b) above, rents received by the Lessor from all such reletting amounts shall become immediately due and payable without further notice or demand) and FGI shall be applied in order as follows: entitled to the payment any form of equitable relief that may be appropriate without having to establish any indebtedness from the Lessee to the Lessor inadequate remedy at law or other grounds other than Rent due; to establish that its Collateral is subject to being improperly used, moved, dissipated or withheld from FGI. FGI shall be entitled to freeze, debit and/or effect a set-off against any fund or account Seller may maintain with any Bank, in the payment of any costs and expenses of such relettingevent FGI deems it necessary to seek equitable relief, including, but not limited to, attorney's feesinjunctive or receivership remedies, advertising feesas a result of and Event of Default, Seller waives any requirement that FGI post or otherwise obtain or procure any bond. Alternatively, in the event FGl, in its sole and brokerage feesexclusive discretion, desires to procure and post a bond, FGl may procure and file with the court a bond in an amount up to and not greater than SI0,000 notwithstanding any common or statutory law requirement to the payment contrary. Upon FGI’s posting of such bond it shall be entitled to all benefits as if such bond was posted in compliance with state law. Seller also waives any repairsright it may be entitled to, renovationincluding an award of attorney’s fees or costs, remodeling, redecorations, alterations, and changes in the Premises; event any equitable relief sought by and awarded to FGI is thereafter, for whatever reason(s), vacated, dissolved or reversed. All post-judgment interest shall bear interest at either the payment of Rent and additional Rent due and payable hereunder and interest thereon; andcontract rate, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to 18% per annum or such higher rate as may be paid allowed by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may havelaw.

Default and Remedies. If: (a) the Lessee Tenant fails to comply with any term, provision, condition, condition or covenant of this AgreementLease; (b) the Lessee Tenant deserts or vacates the Premises; (c) any petition is filed by or against the Lessee Tenant under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee Tenant becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee Tenant makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee Tenant or any of the assets of the LesseeTenant, then in any of such events, the Lessee Tenant shall be in default and the Lessor Landlord shall have the option to do any one or more of the following: upon ten (i10) days prior written notice, excepting the payment of rent or additional rent for which no demand or notice shall be necessary, in addition to and not in limitation of any other remedy permitted by law, to enter upon the Premises either with or without process of law law, and to expel, remove and put out the Lessee Tenant or any other persons thereon, together with all personal property; (ii) and, Landlord may terminate this Agreement; (iii) Lease or it may from time to time, without terminating this Lease, rent said Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term) and at such rental or rentals and upon such other terms and conditions as the Lessor Landlord in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premises. At the option of the LessorLandlord, rents received by the Lessor Landlord from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee Tenant to the Lessor Landlord other than Rent duerent and additional rent due hereunder; second, to the payment of any costs and expenses of such reletting, including, but not limited tolimited, attorney's ’s fees, advertising fees, fees and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, alterations and changes in the Premises; : third, to the payment of Rent rent and additional Rent rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent rent and additional rent and interest to be paid by the Lessee Tenant under this AgreementLease, the Lessee Tenant shall pay any such deficiency to the Lessor Landlord and such deficiency shall be calculated and collected by the Lessor on a monthly basisLandlord monthly. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's Landlord’s part to terminate this Agreement Lease unless a written notice of such intention is given to the LesseeTenant. Notwithstanding any such reletting without termination, the Lessor Landlord may at any time terminate this Agreement Lease by reason of any default, in addition to any other remedy it may have, it may recover from Tenant the worth at the time of such termination of the excess of the amount of rent and additional rent reserved in this Lease for the balance of the Term over the then reasonable rental value of the Premises for the same period. Landlord shall have the right and remedy to seek redress in the courts at any time to correct or remedy any default of Tenant by injunction or otherwise, without such resulting or being deemed a termination of this Lease, and Landlord, whether this Lease has been or is terminated or not, shall have the absolute right by court action or otherwise to collect any and all amounts of unpaid rent or unpaid additional rent or any other sums due from Tenant to Landlord under this Lease which were or are unpaid at the date of termination. If it is necessary for Landlord to bring any action under this Lease, to consult with an attorney concerning or for the enforcement of any of Landlord’s rights, then Xxxxxx agrees in each and any such case to pay to Landlord, Xxxxxxxx’s reasonable attorney’s fees. In addition to the remedies set forth herein, Tenant shall pay a late charge in the amount of % of any payment due hereunder which remains unpaid on the tenth day after same is otherwise due hereunder. Said late charge shall be deemed additional rent, and the assessment or collection of same shall not limit or delay Landlord’s pursuit of any remedy arising hereunder upon Xxxxxx’s default.

Default and Remedies. If: (a) An Event of Default shall be deemed to have occurred hereunder and FGI may immediately exercise its rights and remedies with respect to the Lessee fails to comply with any term, provision, condition, or covenant of Purchased Accounts and the Collateral under this Agreement; (b) , upon the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter happening of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (a) Seller shall fail to pay as and when due any amount owed to FGI; (b) (i) enter the Premises either with commencement of any action for the dissolution or without process liquidation of law and Seller, or the commencement of any proceeding to expelavoid any transaction entered into by Seller, remove and put out or the Lessee commencement of any case or proceeding for reorganization or liquidation of Seller’s debts under the federal bankruptcy code or any other persons thereonstate or federal law, together with now or hereafter enacted for the relief of debtors, whether instituted by or against Seller; provided however, that Seller shall have thirty (30) days to obtain the dismissal or discharge of involuntary proceedings filed against it, it being understood that, notwithstanding the discretionary nature of the facility described herein, during such thirty (30) day period, FGI shall have no obligations to accept Seller’s offer to sell, assign, transfer, convey or deliver to FGI all personal of Seller’s right, title and interest in and to Seller’s Accounts or otherwise advance any funds hereunder, (ii) Seller makes or proposes in writing, an assignment for the benefit of creditors generally, offers a composition or extension to creditors, or makes or sends notice of an intended bulk sale of any business or assets now or hereafter owned or conducted by Seller, or (iii) the appointment of a receiver, liquidator, custodian, trustee or similar official or fiduciary for Seller or for Seller’s property; (iic) terminate this AgreementSeller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due; (iiid) rent said Premises any involuntary lien, garnishment, attachment or the like shall be issued against or shall attach to the Purchased Accounts, the Collateral or any part portion thereof and the same is not released within ten (10) days; (e) Seller suffers the entry against it for a final judgment for the payment of money in excess of $50,000, 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 term periods and a stay of execution pending such appeal is obtained; (f) Seller shall breach any covenant, warranty or representation set forth herein or same shall be untrue when made; (g) 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 FGI is not true and correct in any material respect; (h) 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 (including extensions), or shall fail to file any federal or state tax form as and when due (including extensions); (i) if a Seller otherwise defaults under the terms and at of any such terms and conditions indebtedness if the effect of such default is to enable the holder of such indebtedness to accelerate the payment of Sellers’ obligations, which are the subject thereof, prior to the maturity date or prior to the regularly scheduled date of payment; or (j) a material adverse change shall have occurred in Seller’s financial conditions, business, operations or prospects (as the Lessor determined by FGI in its sole discretion may deem advisablecommercially reasonable discretion). Upon the occurrence of an Event of Default, with all obligations owing to FGI (including the right to repair, renovate, remodel, redecorate, alter, Obligations) shall become immediately due and change said Premises. At owing at the option of FGI (provided upon the Lessoroccurrence of an Event of Default under clause (b) above, rents received by the Lessor from all such reletting amounts shall become immediately due and payable without further notice or demand) and FGI shall be applied in order as follows: entitled to the payment any form of equitable relief that may be appropriate without having to establish any indebtedness from the Lessee to the Lessor inadequate remedy at law or other grounds other than Rent due; to establish that its Collateral is subject to being improperly used, moved, dissipated or withheld from FGI. FGI shall be entitled to freeze, debit and/or effect a set-off against any fund or account Seller may maintain with any Bank. In the payment of any costs and expenses of such relettingevent FGI deems it necessary to seek equitable relief, including, but not limited to, attorney's feesinjunctive or receivership remedies, advertising feesas a result of an Event of Default, Seller waives any requirement that FGI post or otherwise obtain or procure any bond. Alternatively, in the event FGI, in its sole and brokerage feesexclusive discretion, desires to procure and post a bond, FGI may procure and file with the court a bond in an amount up to and not greater than $10,000 notwithstanding any common or statutory law requirement to the payment contrary. Upon FGI’s posting of such bond it shall be entitled to all benefits as if such bond was posted in compliance with state law. Seller also waives any repairsright it may be entitled to, renovationincluding an award of attorney’s fees or costs, remodeling, redecorations, alterations, and changes in the Premises; event any equitable relief sought by and awarded to FGI is thereafter, for whatever reason(s), vacated, dissolved or reversed. All post-judgment interest shall bear interest at either the payment of Rent and additional Rent due and payable hereunder and interest thereon; andcontract rate, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to 18% per annum or such higher rate as may be paid allowed by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may havelaw.

Default and Remedies. If16. A. In the event: (a) the Lessee Tenant fails to comply with any term, provision, condition, or covenant of this AgreementLease, including the payment of all monies due; (b) the Lessee Tenant deserts or vacates the PremisesPremises for thirty (30) consecutive days or more without notice to Landlord and without making the current rental payment; (c) any Any petition is filed by or against the Lessee Tenant under any section Section or chapter Chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee Tenant becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee Tenant makes an assignment for the benefit of creditors; or (fe) a A receiver is appointed for the Lessee Tenant or any of the assets of the Lessee, Tenant; then in any of such events, the Lessee Tenant shall be in default and the Lessor Landlord shall have the option to do any one or more of the following: (if) Upon ten [10] day’s prior written notice, excepting the payment of rent or additional rent for which no demand or notice shall be necessary, in addition to and not in limitation of any other remedy permitted by law, to enter upon the Premises or any part thereof, either with or without process of law law, and to expel, remove and put out the Lessee Tenant or any other persons who might be thereon, together with all personal propertyproperty found therein; or (ii) Landlord may terminate this Agreement; (iii) rent Lease, or it may from time to time, without terminating this Lease, relet said Premises or any part thereof for such term or terms and at such terms rent and upon such other term and conditions as the Lessor Landlord in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premises. At the option of the LessorLandlord, rents received by the Lessor Landlord from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee Tenant to the Lessor Landlord other than Rent duerent and additional rent due hereunder; second, to the payment of any costs cost and expenses of such reletting, including, but not limited to, attorney's ’s fees, advertising fees, fees and real estate brokerage fees, and to the payment of any repairs, renovationrenovations, remodeling, redecorations, alterations, alterations and changes in the Premises; third, to the payment of Rent rent and additional Rent rent due and payable hereunder and interest thereon; and, if and if, after applying said rentals monies there is any deficiency in the Rent rent and additional rent and interest to be paid by the Lessee Tenant under this Agreement, the Lessee Lease. Tenant shall pay any such deficiency to the Lessor Landlord and such deficiency shall be calculated and collected by the Lessor on a monthly basisLandlord monthly. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's Landlord’s part to terminate term this Agreement Lease unless a written notice of such intention is be given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may haveTenant.

Default and Remedies. If: (a) the The following shall be deemed events of default with respect to an Equipment Schedule or Purchase Order written pursuant to this Lease: (i) Lessee fails to comply with pay any terminstallment or rent or other charge within twenty (20) days after receipt of written notice of a delinquent payment; (ii) Lessee attempts to remove, provisionsell, conditiontransfer, assign, encumber, or covenant sublet any of this Agreementthe Equipment, except as expressly permitted herein; (biii) Lessee fails to observe or perform any of the other obligations required to be observed or performed by Lessee deserts or vacates the Premiseshereunder within thirty (30) days after receipt of written notice of such failure, or, if more than thirty (30) days are reasonably required, Lessee fails to commence to diligently perform such obligations within such thirty (30) days; (civ) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, ceases doing business as amended, or under any similar law or statute of the United States or any state thereofa going concern; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; admits in writing its inability to pay its debts as they become due; files a voluntary petition in bankruptcy; is adjudicated a bankrupt or (f) an insolvent; files a receiver is appointed petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law or regulation or files an answer admitting the Lessee material allegations of a petition filed against it in any such proceeding; consents to or acquiesces in the appointment of a trustee, receiver, or liquidator of it or of all or any substantial part of its assets or properties, or if it or its shareholders shall take any action to effect its dissolution or liquidation; (v) within sixty (60) days after the assets commencement of any proceedings against Lessee seeking reorganization, arrangement, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation such proceedings shall not have been dismissed, or if within sixty (60) days after the appointment without Lessee's consent or acquiescence of any trustee, then in any receiver or liquidator of such events, the Lessee shall be in default and the Lessor shall have the option to do any one it or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee all or any other persons thereonsubstantial part of its assets and properties, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting appointment shall not be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may havevacated.

Default and Remedies. If: (a) If Client defaults in the Lessee fails to comply with performance of any term, provision, condition, or covenant provision of this Agreement; (b) the Lessee deserts , suspends business voluntarily or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Actinvoluntarily, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) , has a receiver is appointed for appointed, petitions voluntarily or involuntarily under the Lessee Bankruptcy Code or any amendment thereof, or a creditor's committee is named for Client, or in the event of occurrence of any act whatsoever amounting to a business failure by Client, or if Client fails to notify S3 CAPITAL of any change in senior management or key contacts or violates the assets requirements of the LesseeParagraph 14 relating to a transfer of its business, then in any of such eventsor does not meet Client's minimum monthly volume requirement as stated on attached Rate Sheet, the Lessee shall be in default and the Lessor S3 CAPITAL shall have the option following rights and remedies in addition to do all rights and remedies provided in this Agreement, in the Uniform Commercial Code---Secured Transactions, or provided under any one or more of the followingother law, such rights and remedies being cumulative and not exclusive: (ia) enter Client will, on demand, repurchase from S3 CAPITAL all the Premises either with or without process of law outstanding and to expelunpaid Accounts, remove and put out will pay S3 CAPITAL therefore the Lessee or any other persons aggregate principal amount owing thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited toplus charges accrued thereon, attorney's fees, advertising feesinterest at the prime rate in effect at the date of default at td bank of nj, all expenses of collection, and brokerage feesother charges or expenses paid or incurred by S3 CAPITAL in respect of Accounts, Debtors, Clients, or guarantors, or in the prosecution or defense of any actions in respect of this Agreement, or Accounts purchased hereunder, less any amounts payable by S3 CAPITAL to Client hereunder, and upon Client’s failure to repurchase, S3 CAPITAL may liquidate Accounts and other Collateral by sale at public or private sale, on ten (10) days written notice by first class mail to Client, or on such notice as may be required from any right or equity of redemption of Client, and the net proceeds of such sale shall be applied against the repurchase price and S3 CAPITAL shall be entitled to any surplus, and Client shall pay any deficiency; (b) S3 CAPITAL may, at any time, enter upon any premises in which the Collateral or any part thereof may be located, and without resistance or interference by the Client, take possession of the Collateral; and dispose of all or any part of the Collateral on any premises of the Client; require the Client to assemble and make available to S3 CAPITAL all or any part of the Collateral at any place and time designated by S3 CAPITAL which is reasonable and convenient to S3 CAPITAL and the Client; remove all or any part of the Collateral from any premises on which any part may be located for the purpose of effecting sale or other disposition thereof; sell, resell, lease, assign and deliver, or otherwise dispose of, the Collateral or any part thereof in its existing condition or following any commercially reasonable preparation or processing, at public or private proceedings, in one or more parcels at the same or different times with or without having the Collateral at the place of sale or other disposition, for cash, upon credit or for future delivery, and in connection therewith S3 CAPITAL may grant options, at such place and time or times and to such persons, firms or corporations as S3 CAPITAL deems appropriate, and without demand for performance or any notice or advertisement whatsoever except that where applicable law requires reasonable notice of sale or other disposition, the Client hereby agrees that ten (10) days’ notice by first class mail, postage prepaid, to any address of the Client set forth on this Agreement, of the place and time of any public sale or of the place and time after which any private sale or other disposition may be made, shall be deemed reasonable notice of such sale or other disposition; or liquidate or dispose of the Collateral or any part thereof in any other commercially reasonable manner. Client hereby waives all equity and right of redemption. S3 CAPITAL may buy any part or all of the Collateral at any public sale and, if any part of or all of the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, S3 CAPITAL may buy at private sale, all free from any equity or right of redemption which is hereby waived and released by the Client, and S3 CAPITAL may make payment therefor by credit bidding all or part of the total amount Client owes S3 CAPITAL hereunder; (c) S3 CAPITAL may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling, leasing and the like, to reasonable attorney's fees if this Agreement is referred to an attorney for enforcement, to all legal expenses, court costs, collection charges, travel and other expenses which may be incurred by S3 CAPITAL in attempting to collect the payment of any repairsobligations to Client or to enforce this Agreement and realize upon the Collateral, renovationor in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement; and then to payment of any obligation to S3 CAPITAL , remodelingin such order as to principal or interest as S3 CAPITAL may desire; and the Client shall at all times be and remain liable and, redecorationsafter crediting the net proceeds of sale or other disposition as aforesaid, alterationswill pay S3 CAPITAL on demand any deficiency remaining, including interest thereon and the balance of any above-described expenses at any time unpaid, with any surplus to be paid to S3 CAPITAL ; (d) S3 CAPITAL shall have the right to notify the U.S. Postal Service authorities to change the address for the delivery of mail addressed to Client to such address as S3 CAPITAL may designate and Client hereby grants to S3 CAPITAL an irrevocable Power of Attorney coupled with an interest to sign and execute all forms necessary for the change o f address, and changes Client hereby designates S3 CAPITAL as its agent to receive and open Client's mail; (e) It is agreed by and between the parties that the bankruptcy, insolvency or dissolution of any guarantor of this Agreement or the purported or attempted termination or repudiation of any guaranty of this Agreement, in whole or in part shall be deemed an incident of default with respect to this Agreement; (f) because the Premises; factoring fee percentage rates on the rate sheets are based on a minimum monthly volume of Accounts Client will be assigning to S3 CAPITAL for the payment term of Rent this Agreement, Client agrees that during the term of this Agreement (and additional Rent including any renewal or extension terms) Client will owe monthly factoring fees which are at least equal to an amount determined by multiplying the factoring fee percentage rates (for all discounts, interest and other factoring fees) set forth on attached rate sheets times the minimum monthly volume requirement of Client invoices as set forth on attached rate sheets, and such minimum amount of factoring fees (less factoring fees paid by Client) will accrue and accumulate during this Agreement and will be due and payable hereunder and interest thereon; andin full upon the demand of S3 CAPITAL or, if after applying said rentals there no demand is made, upon termination of this Agreement for any reason. The failure of S3 CAPITAL to collect such volume deficiency charge during any period shall not constitute a waiver by S3 CAPITAL of that right; (g) S3 CAPITAL may hold Client reserves in an amount equal to Client's default until that point in time that the default has been satisfied; (h) S3 CAPITAL may, at its option and without notice, adjust any rates, charges, or fees as set forth herein and in the Rent and additional rent and interest rate sheet; (i) S3 CAPITAL , in its sole discretion, may elect to be paid waive any default by Client under the Lessee under this AgreementAgreement or otherwise. If S3 CAPITAL elects to waive such default, it may, without notice to client, charge client a fee (the Lessee shall pay any such deficiency to the Lessor and such deficiency "Default Waiver Fee"). The Default Waiver Fee shall be the greatest of one hundred twenty-five percent (125%) of any monetary damage or twenty-five dollars ($25.00). S3 CAPITAL may collect any Default Waiver Fee incurred by Client either directly from Client or as provided in paragraphs 1 and 2 of the Agreement. Default charges, at the election of S3 CAPITAL , may be calculated and collected by from the Lessor on a monthly basis. No such re-entry or taking possession date of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless and are cumulative; (j) In the event Client has a written fuel account and is in default hereunder, Client hereby authorizes S3 CAPITAL and all fuel accounts to transfer funds between the fuel account and S3 CAPITAL ; and (k) S3 CAPITAL could take the money from any of the Client’s deposit accounts without prior notice following the occurrence of such intention is given to a default (or even in the Lessee. Notwithstanding any such reletting without termination, absence of default) under the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may havefactoring agreement.

Default and Remedies. If: (a) the Lessee Tenant fails to comply with any term, provision, condition, condition or covenant of this AgreementLease; (b) the Lessee Tenant deserts or vacates the Premises; (c) any petition is filed by or against the Lessee Tenant under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee Tenant becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee Tenant makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee Tenant or any of the assets of the LesseeTenant, then in any of such events, the Lessee Tenant shall be in default and the Lessor Landlord shall have the option to do any one or more of the following: upon ten (i10) days prior written notice, excepting the payment of rent or additional rent for which no demand or notice shall be necessary, in addition to and not in limitation of any other remedy permitted by law, to enter upon the Premises either with or without process of law law, and to expel, remove and put out the Lessee Tenant or any other persons thereon, together with all personal property; (ii) and, Landlord may terminate this Agreement; (iii) Lease or it may from time to time, without terminating this Lease, rent said Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term) and at such rental or rentals and upon such other terms and conditions as the Lessor Landlord in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premises. At the option of the LessorLandlord, rents received by the Lessor Landlord from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee Tenant to the Lessor Landlord other than Rent duerent and additional rent due hereunder; second, to the payment of any costs and expenses of such reletting, including, but not limited tolimited, attorney's ’s fees, advertising fees, fees and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, alterations and changes in the Premises; : third, to the payment of Rent rent and additional Rent rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent rent and additional rent and interest to be paid by the Lessee Tenant under this AgreementLease, the Lessee Tenant shall pay any such deficiency to the Lessor Landlord and such deficiency shall be calculated and collected by the Lessor on a monthly basisLandlord monthly. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's Landlord’s part to terminate this Agreement Lease unless a written notice of such intention is given to Tenant. Tenant agrees that, notwithstanding Landlord’s possession of the LesseePremises, Tenant shall remain liable for and shall pay Landlord an amount equal to the entire rent payable to the end of the then applicable term of this Lease. Notwithstanding This amount may either (i) be accelerated and become payable at once, or (ii) become due and be payable monthly, at the sole option of Landlord. In addition, Tenant shall be liable for and shall pay to Landlord any such loss or deficiency sustained by Landlord because of Tenant’s default; In case the Premises are relet, Tenant shall pay the difference between the amount of rent payable during the remainder of the then applicable Lease term and the net rent actually received by Landlord during the term after deducting all expenses for repairs, alterations, recovering possession and reletting without terminationthe same, which difference shall either (i) accrue and be payable monthly, or (ii) be accelerated and become payable at once, at Landlord’s sole option. Landlord shall have the Lessor may right and remedy to seek redress in the courts at any time terminate to correct or remedy any default of Tenant by injunction or otherwise, without such resulting or being deemed a termination of this Agreement Lease, and Landlord, whether this Lease has been or is terminated or not, shall have the absolute right by reason court action or otherwise to collect any and all amounts of unpaid rent or unpaid additional rent or any other sums due from Tenant to Landlord under this Lease which were or are unpaid at the date of termination. If it is necessary for Landlord to bring any action under this Lease, to consult with an attorney concerning or for the enforcement of any defaultof Landlord’s rights, then Xxxxxx agrees in each and any such case to pay to Landlord, Xxxxxxxx’s reasonable attorney’s fees. In addition to the remedies set forth herein, Tenant shall pay a late charge in the amount of % of any other payment due hereunder which remains unpaid on the tenth day after same is otherwise due hereunder. Said late charge shall be deemed additional rent, and the assessment or collection of same shall not limit or delay Landlord’s pursuit of any remedy it may havearising hereunder upon Xxxxxx’s default.

Default and Remedies. If: (a) the Lessee fails to comply with any term, provision, condition, condition or covenant of this AgreementLease; (b) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: upon ten (i10) days prior written notice, excepting the payment of rent or additional rent for which no demand or notice shall be necessary, in addition to and not in limitation of any other remedy permitted by law, to enter upon the Premises either with or without process of law law, and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) and, Lessor may terminate this Agreement; (iii) Lease or it may from time to time, without terminating this Lease, rent said Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term) and at such rental or rentals and upon such other terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premises. At the option of the Lessor, rents Commercial Industrial Lease Contract 2005 received by the Lessor from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee to the Lessor other than Rent duerent and additional rent due hereunder; second, to the payment of any costs and expenses of such reletting, including, but not limited tolimited, attorney's fees, advertising fees, fees and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, alterations and changes in the Premises; : third, to the payment of Rent rent and additional Rent rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent rent and additional rent and interest to be paid by the Lessee under this AgreementLease, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basismonthly. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement Lease unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement Lease by reason of any default, in addition to any other remedy it may have, it may recover from Lessee the worth at the time of such termination of the excess of the amount of rent and additional rent reserved in this Lease for the balance of the Term over the then reasonable rental value of the Premises for the same period. Lessor shall have the right and remedy to seek redress in the courts at any time to correct or remedy any default of Lessee by injunction or otherwise, without such resulting or being deemed a termination of this Lease, and Lessor, whether this Lease has been or is terminated or not, shall have the absolute right by court action or otherwise to collect any and all amounts of unpaid rent or unpaid additional rent or any other sums due from Lessee to Lessor under this Lease which were or are unpaid at the date of termination. If it is necessary for Lessor to bring any action under this Lease, to consult with an attorney concerning or for the enforcement of any of Lessor's rights, then Lessee agrees in each and any such case to pay to Lessor, Lessor's reasonable attorney's fees. In addition to the remedies set forth herein, Lessee shall pay a late charge in the amount of 5.0%(FIVE) of any payment due hereunder which remains unpaid on the tenth day after same is otherwise due hereunder. Said late charge shall be deemed additional rent, and the assessment or collection of same shall not limit or delay Lessor's pursuit of any remedy arising hereunder upon Lessee's default.

Default and Remedies. IfIf any of the following shall occur: (a) Tenant shall fail, for any reason, to make any payment of Rent as and when the Lessee fails same is due to comply with any termbe paid hereunder and such default shall continue for fifteen (15) days after such payment was due, provision, condition, whether or covenant of this Agreementnot notice is given to Tenant; (b) Tenant shall fail, for any reason, to perform any other covenant, condition, agreement or other obligation on the Lessee deserts part of Tenant to be observed or vacates performed pursuant to this Lease (other than the payment of any Rent) and such default shall continue for fifteen (15) days after written notice thereof or such shorter period as expressly provided herein; (c) Any of the policies of Landlord's insurance on the Premises or any part or contents thereof shall be actually or threatened to be cancelled or adversely changed as a result of any use of occupancy of or contents in the Premises; (cd) any petition is filed by or against Tenant shall purport to make a Transfer affecting the Lessee under any section or chapter of the Federal Bankruptcy Act, as amendedPremises, or under the Premises shall be used by any similar law person or statute of the United States or for any state thereof; (d) the Lessee becomes insolvent or makes a transfer purpose, other than in fraud of creditorscompliance with and as expressly authorized by this Lease; (e) Tenant or any other person occupying any portion of the Lessee makes Premises shall make an assignment for the benefit of creditorscreditors or become bankrupt or insolvent or take the benefit of any statute for bankrupt or insolvent debtors or make any proposal, assignment, arrangement or compromise with its creditors or, if any steps are taken or action or proceedings commenced by any person for the dissolution, winding-up or other termination of Tenant's existence or liquidation of its assets; or (f) a receiver is A trustee, receiver, receiver-manager, agent or other like person shall be appointed for the Lessee or any in respect of the assets or business of Tenant or any other occupant of the LesseePremises; (g) Tenant attempts to or does abandon the Premises or remove or dispose of any goods and chattels from the Premises so that there would not, then in any the event of such eventsremoval or dispose, be sufficient goods of Tenant on the Premises subject to distress to satisfy all arrears of Rent payable under this Lease and all Rent payable hereunder for a further period of at least twelve (12) months, or if the Premises shall be vacant or unoccupied for a period of five (5) consecutive days or more without the prior written consent of Landlord; (h) Tenant makes any sale in bulk affecting any property on the Premises (other than in conjunction with a Transfer approved in writing by Landlord and made pursuant to all applicable legislation); (i) This Lease or any goods or other property of Tenant shall at any time be sized or taken in execution or attachment which remains unsatisfied for a period of five (5) days or more; and (j) Termination or re-entry by Landlord is permitted under any provision of this Lease or at law; Then, without prejudice to and in addition to any other rights and remedies to which Landlord is entitled pursuant hereto or at law, the Lessee then current and the next three (3) months' Rent shall be in default forthwith due and the Lessor payable and Landlord shall have the option to do any one or more following rights and remedies, all of which are cumulative and not alternative, to: (a) terminate this Lease in respect of the following: whole or any part of the Premises by written notice to Tenant; if this Lease is terminated in respect of part of the Premises, this Lease shall be deemed to be amended by the appropriate amendments, and proportionate adjustments in respect of Rent and any other appropriate adjustments shall be made in such manner as shall be determined by Landlord; (ib) enter the Premises either with or without process as agent of law Tenant and as such agent to expel, remove relet them for whatever term (which may be for a term extending beyond the Term) and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such on whatever terms and conditions as the Lessor Landlord in its sole discretion may deem advisabledetermine and to receive the rent therefor and, with as the right agent of Tenant, to repairtake possession of any furniture, renovatefixtures, remodelequipment, redecoratestock or other property thereon and, alterupon giving written notice to Tenant, to store the same at the expense and change said Premises. At the option risk of Tenant or to sell or otherwise dispose of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage feessame at public or private sale without further notice, and to make such alterations to the payment Premises in order to facilitate their reletting as Landlord shall determine, and to apply the net proceeds of the sale of any repairsfurniture, renovationfixtures, remodelingequipment, redecorations, alterations, and changes in stock or other property or from the reletting of the Premises; to , less all expenses incurred by Landlord in making the payment Premises ready for reletting and in reletting the Premises, on account of Rent and additional the Rent due and payable hereunder to become due under Lease and interest thereon; and, if after applying said rentals there is Tenant shall be liable to Landlord for any deficiency in the Rent and additional rent and interest to be paid for all such expense incurred by the Lessee under this Agreement, the Lessee shall pay any Landlord as aforesaid; no such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said or performing alterations to or reletting of the Premises by Landlord shall be construed as an election on the LessorLandlord's part to terminate this Agreement Lease unless a written notice of such intention or termination is given by Landlord to Tenant; (c) remedy or attempt to remedy any default of Tenant in performing any repairs, work or other covenants of Tenant hereunder and, in so doing, to make any payments due or claimed to be due by Tenant to third parties and to enter upon the Lessee. Notwithstanding Premises, without any liability to Tenant therefor or for any damages resulting thereby, and without constituting a re-entry of the Premises or termination of this Lease, and without being in breach of any of Landlord's covenants hereunder and without thereby being deemed to infringe upon any of Tenant's rights pursuant hereto, and, in such case, Tenant shall pay to Landlord forthwith upon demand all amounts paid by Landlord to third parties in respect of such default and all reasonable costs of Landlord in remedying or attempting to remedy any such reletting default plus ten (10%) percent of the amount of such costs of Landlord" inspection and supervision plus a further ten (10%) percent for overhead and profit; (d) obtain damages from Tenant including, without limitation, if this Lease is terminated by Landlord, all deficiencies between all amounts which would have been payable by Tenant for what would have been the balance of the Term, but for such termination, the Lessor may at any time terminate this Agreement and all net amounts actually received by reason Landlord for such period of any default, in addition to any other remedy it may have.time; and

Default and Remedies. If: (a) An Event of Default shall be deemed to have occurred hereunder and FGI may immediately exercise its rights and remedies with respect to the Lessee fails to comply with any term, provision, condition, or covenant of Purchascd Accounts and the Collateral under this Agreement; (b) , upon the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter happening of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (a) Seller shall fail to pay as and when due any amount owed to FGI; (b) (i) enter the Premises either with commencement of any action for the dissolution or without process liquidation of law and Seller, or the commencement of any proceeding to expelavoid any transaction entered into by Seller, remove and put out or the Lessee commencement of any case or proceeding for reorganization or liquidation of Seller's debts under the federal bankruptcy code or any other persons thereonstate or federal law, together with all personal now or hereafter enacted for the relief of debtors, whether instituted by or against Seller; provided however, that Seller shall have thirty (30) days to obtain the dismissal or discharge of involuntary proceedings filed against it, it being understood that during such thirty (30) day period, (ii) Sellcr makes or proposes in writing, an assignment for the benefit of creditors generally, offers a composition or extension to creditors, or makes or sends notice of an intended bulk sale of any business or assets now or hereafter owned or conducted by Seller, or (iii) the appointment of a receiver, liquidator, custodian, trustee or similar official or fiduciary for Seller or for Seller's property; (iic) terminate this AgreementSeller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due; (iiid) rent said Premises any involuntary lien, garnishment, attachment or the like shall be issued against or shall attach to the Purchased Accounts, the Collateral or any part portion thereof and the same is not released within ten (l0) days; ( e) Seller suffers the entry against it for a final judgment for the payment of money in excess of $10,000, 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 term periods and a stay of execution pending such appeal is obtained; (f) Seller shall breach any covenant, warranty or terms representation set forth herein or same shall be untrue when made; (g) 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 FGI is not true and correct in any material respect; (h) 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; or (i) a material adverse change shall have occurred in Seller's financial conditions, business, operations or prospects. Upon the occurrence of an Event of Default, all obligations owing to FGI (including the Obligations) shall become immediately due and owing at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of FGI (provided upon the Lessoroccurrence of an Event of Default under clause (b) above, rents received by the Lessor from all such reletting amounts shall become immediately due and payable without further notice or demand) and FGI shall be applied in order as follows: entitled to the payment any form of equitable relief that may be appropriate without having to establish any indebtedness from the Lessee to the Lessor inadequate remedy at law or other grounds other than Rent due; to establish that its Collateral is subject to being improperly used, moved, dissipated or withheld from FGI. FGI shall be entitled to freeze, debit and/or effect a set-off against any fund or account Seller may maintain with any Bank. In the payment of any costs and expenses of such relettingevent FGI deems it necessary to seek equitable relief, including, but not limited to, injunctive or receivership remedies, as a result of and Event of Default, Seller waives any requirement that FGI post or otherwise obtain or procure any bond. Alternatively, in the event FGI, in its sole and exclusive discretion, desires to procure and post a bond, FGI may procure and file with the court a bond in an amount up to and not greater than $10,000 notwithstanding any common or statutory law requirement to the contrary. Upon FGI's posting of such bond it shall 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 feesfees or costs, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; event any equitable relief sought by and awarded to FGI is thereafter, for whatever reason(s), vacated, dissolved or reversed. All post-judgmcnt interest shall bear interest at either the payment of Rent and additional Rent due and payable hereunder and interest thereon; andcontract rate, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to 18% per annum or such higher rate as may be paid allowed by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may havelaw.

Default and Remedies. If: (a) In the Lessee fails to comply with event the business being conducted in the Leased Premises shall at any term, provision, conditiontime be subsequently terminated, or covenant in the event that Tenant shall be in default in the payment of this Agreement; any installment of rent herein, re­served after Landlord has given Tenant Five (b5) days prior written notice of such non-payment, or in the Lessee deserts or vacates event Tenant shall be in default in the Premises; (c) performance of any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Actterms, as amendedcovenants, conditions or provisions herein contained binding upon Tenant after Landlord has given Tenant five (5) days prior written notice of such non-performance, or under any similar law in the event Tenant shall be adjudicated a bankrupt or statute of the United States or any state thereof; (d) the Lessee becomes shall become insolvent or makes shall make a transfer in fraud of creditors; (e) the Lessee makes an general assignment for the benefit of creditors; its credi­tors, or (f) in the event a receiver is shall be appointed for the Lessee Tenant or any of the assets of the Lesseea substantial part o£ its property and such receiver is not removed within five (5) days after appointment, then in any of such events, the Lessee shall be in default and the Lessor Landlord shall have the option right (in addition to do any one or more all other rights and remedies provided by law) to terminate this Lease, to re-enter and take possess ion of the following: (i) enter the Premises either with Leased Premises, peaceable or without process of law by force, and to expelremove any property therein, remove without liability for damage to, and put out without obligation to store, such property. In event of .such termination, Landlord may (but shall be under no obligation to) relet the Lessee Leased Premises, or any other persons thereonpart thereof, together with from time to time, in the name of Landlord or Tenant, without further notice, for such term or terms, on such con­ditions and for such uses and purposes as Landlord, in its uncontrolled discretion may determine, and Landlord may collect and receive all personal property; (ii) terminate this Agreement; (iii) rents derived there from and apply the same, after deduction of all appropriate expenses, to the payment of the rent said payable hereunder, Tenant remaining liable for any deficiency. Landlord shal1 not be responsible or liable for any failure to so relet the Leased Premises or any part thereof thereof, or for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right any failure to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of collect any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may haveconnected therewith.

Default and Remedies. If: (a) An Event of Default shall be deemed to have occurred hereunder and FGI may immediately exercise its rights and remedies with respect to the Lessee fails to comply with any term, provision, condition, or covenant of Purchased Accounts and the Collateral under this Agreement; (b) , upon the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter happening of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (ia) enter Seller shall fail to pay as and when due any amount owed to FGI; (b) There shall be commenced by or against Seller any voluntary or involuntary case under the Premises either with or without process of law and to expelFederal Bankruptcy Code, remove and put out the Lessee or any other persons thereonassignment for the benefit of creditors, together with all personal propertyor appointment of a receiver or custodian; (iic) terminate this AgreementSeller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due; (iiid) rent said Premises Any involuntary lien, garnishment, attachment or the like shall be issued against or shall attach to the Purchased Accounts, the Collateral or any part portion thereof and the same is not released within ten (10) days; (e) Seller suffers the entry against it for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to a final judgment for the payment of money in 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; (f) Seller shall breach any indebtedness from the Lessee covenant, warranty or representation set forth herein or same shall be untrue when made; (g) 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 the Lessor FGI is not true and correct in any material respect; (h) 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; or (i) A material adverse change shall have occurred in Seller’s financial conditions, business or operations. Upon an Event of Default, all obligations due FGI shall become immediately due and owing and FGI shall be entitled to any form of equitable relief that may be appropriate without having to establish any inadequate remedy at law or other grounds other than Rent due; to establish that its Collateral is subject to being improperly used, moved, dissipated or withheld from FGI. FGI shall be entitled to freeze, debit and/or effect a set-off against any fund or account Seller may maintain with any Bank. In the payment of any costs and expenses of such relettingevent FGI deems it necessary to seek equitable relief, including, but not limited to, attorney's feesinjunctive or receivership remedies, advertising feesas a result of and Event of Default, Seller waives any requirement that FGI post or otherwise obtain or procure any bond. Alternatively, in the event FGI, in its sole and brokerage feesexclusive discretion, desires to procure and post a bond, FGI 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 payment contrary. Upon FGI’s posting of such bond it shall be entitled to all benefits as if such bond was posted in compliance with state law. Seller also waives any repairsright it may be entitled to, renovationincluding an award of attorney’s fees or costs, remodeling, redecorations, alterations, and changes in the Premises; event any equitable relief sought by and awarded to FGI is thereafter, for whatever reason(s), vacated, dissolved or reversed. All post-judgment interest shall bear interest at either the payment of Rent and additional Rent due and payable hereunder and interest thereon; andcontract rate, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to 18% per annum or such higher rate as may be paid allowed by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may havelaw.

Default and Remedies. IfAn event of default shall occur if: (a) the any rental Payment or any other amount owed by Lessee fails to comply with any term, provision, condition, or covenant of this AgreementLessor hereunder is not paid promptly when due; (b) the Lessee deserts breaches any warranty or vacates the Premises; provision hereof, (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Actceases to do business as a going concern, as amendedbecomes insolvent, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors, admits in writing its inability to pay its debts as they become due, or takes advantage of any law for the relief of debtors; (d) any property of Lessee is attached; (e) a petition in bankruptcy or for an arrangement, reorganization, composition, liquidation, dissolution or similar relief is filed by or against Lessee under any present or future statute, law or regulation; (f) Lessee or its shareholders take any action looking to its dissolution or liquidation; (g) a trustee or receiver is appointed for Lessee or for any substantial part of its property; (h) if there shall occur an (i) appropriation, (ii) confiscation, (iii) retention, or (iv) seizure of control, custody or possession of the Equipment by any governmental authority including, without limitation, any municipal, state, federal or other governmental entity or any governmental agency or instrumentality (all such entities, agencies and instrumentalities shall hereinafter be collectively referred to as "Governmental Authority"); or (i) if anyone in the control, custody or possession of the Equipment or the Lessee is accused or alleged or charged (whether or not subsequently arraigned, indicted or convicted) by any Governmental Authority to have used the Equipment in connection with the commission of any crime (other than a misdemeanor moving violation). Upon the assets occurrence of the Lessee, then in any an event of such events, the default Lessee shall be in default hereunder and Lessor may, at its option, with or without notice to Lessee (a) declare all sums due and to become due hereunder and all other sums then owing by Lessee to Lessor to be immediately due and payable; (b) proceed by appropriate court action or actions or other proceedings either at law or in equity to enforce performance by Lessee of any and all provisions of this Lease and to recover the damages for the breach thereof; (c) require Lessee to assemble the Equipment and deliver same forthwith to Lessor shall have the option at Lessee's expense at such place as Lessor may designate which is reasonably convenient to do any both parties; (d) exercise one or more of the following: (i) enter rights and remedies available to a secured party under the Premises either with Uniform Commerical Code, whether or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal propertynot this transaction is subject thereto; (iie) terminate this Agreement; (iii) rent said Premises enter, or its agents may enter, without notice or liability or legal process, into any premises where the Equipment may be, or is believed by Lessor to be, and repossess all or any part thereof thereof, disconnecting and separating the same from any other property and using all force necessary and permitted by applicable law, Lessee hereby expressly waiving all further rights to possession of the Equipment after default and all claims for injuries suffered through or loss caused by such term repossession; and/or (f) apply any security deposit or terms other amounts held by Lessor to any indebtedness of Lessee to Lessor. In addition, Lessee agrees to pay, to Lessor, as liquidated damages for loss of the bargain and at such terms not as a penalty, (1) the Stipulated Loss Value plus (2) all expenses of retaking, holding, preparing for sale, selling and conditions as the like, including reasonable attorneys' fees and other legal expenses, less (3) any amount actually received by Lessor from the re-lease, sale or other disposition of the Equipment. Lessee hereby waives any right to trial by jury in any proceeding arising out of this Lease. Nothing herein contained will require Lessor to re- lease, sell or otherwise dispose of the Equipment. No remedy of Lessor hereunder shall be exclusive of any other remedy herein or provide by law, but each shall be cumulative and in addition to every other remedy. A waiver of a default shall not be a waiver of any other or a subsequent default. If allowed by law, "the reasonable fees for attorneys" retained by Lessor shall include the amount of any flat fee, retainer, contingent fee or the hourly charges of any attorney retained by Lessor in its sole discretion may deem advisable, with enforcing any of Lessor's rights hereunder or in the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment prosecution or defense of any indebtedness from litigation related to this Agreement or the transactions contemplated by this Agreement. All notices to Lessee relating hereto will be considered received when delivered in person or mailed to Lessee at the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes address set forth in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement later address designated in writing by reason of any default, in addition to any other remedy it may haveLessee.

Default and Remedies. If24. In the event: (a) the Lessee Tenant fails to comply with any term, provision, condition, or covenant of this AgreementLease including the payment of all monies due; (b) the Lessee Tenant deserts or vacates the PremisesPremises for 30 consecutive days or more without notice to Landlord and without making the current rental payment; (c) any Any petition is filed by or against the Lessee Tenant under any section Section or chapter Chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee Tenant becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee Tenant makes an assignment for the benefit of creditors; or (f) a A receiver is appointed for the Lessee Tenant or any of the assets of the Lessee, Tenant; then in any of such events, the Lessee Tenant shall be in default and the Lessor Landlord shall have the option to do any one or more of the following: (i1) Upon ten (10) days prior written notice, excepting the payment of rent or additional rent for which no demand or notice shall be necessary, in addition to, and not in limitation of, any other remedy permitted by law; to enter upon the Premises or any part thereof, either with or without process of law law, and to expel, remove and put out the Lessee Tenant or any other persons who might be thereon, together with all personal propertyproperty found therein; or (ii2) Landlord may terminate this Agreement; (iii) rent Lease, or it may from time to time, without terminating this Lease, relet said Premises or any part thereof for such term or terms and at such rent and upon such other terms and conditions as the Lessor Landlord in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premises. At the option of the LessorLandlord, rents received by the Lessor Landlord from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee Tenant to the Lessor Landlord other than Rent due; rent and additional rent due hereunder, second to the payment of any costs cost and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, fees and real estate brokerage fees, and to the payment of any repairs, renovationrenovations, remodeling, redecorations, alterations, alterations and changes in the Premises; third to the payment of Rent rent and additional Rent rent due and payable hereunder and interest thereon; and, and if after applying said rentals monies there is any deficiency in the Rent rent and additional rent and interest to be paid by the Lessee Tenant under this AgreementLease, the Lessee Tenant shall pay any such deficiency to the Lessor Landlord and such deficiency shall be calculated and collected by the Lessor on a monthly basisApproved 9/97 by KAR Legal Counsel; Reviewed by KAR Legal Counsel 06/07 Landlord monthly. No such re-entry or taking possession of said Premises shall be construed as an election on the LessorLandlord's part to terminate this Agreement Lease unless a written notice of such intention is be given to Tenant. If Tenant vacates or abandons the LesseePremises, any property that Tenant leaves on the Premises shall be deemed to have been abandoned and may either be retained by Landlord as the property of Landlord or may be disposed of at public or private sale in accordance with applicable law as Landlord shall determine in its sole discretion. Notwithstanding The proceeds of any public or private sale of Tenant's property, or the then current fair market value of any property retained by Landlord, shall be applied by Landlord against (i) the expenses of Landlord for removal, storage or sale of the property; (ii) the arrears of rent or future rents payable under this Lease; and (iii) any other damages to which Landlord may be entitled hereunder. Notwithstanding, any such reletting without termination, the Lessor Landlord may at any time thereafter elect to terminate this Lease for such previous breach and default. Should Landlord at any time terminate this Agreement Lease by reason of any default, in addition to any other remedy it may have., it may recover from Tenant the amount at the time of such termination of the excess of the amount of rent and additional rent reserved in this Lease for the balance of the term hereof over the then reasonable rental value of the Premises for the same period. Landlord shall have the right and remedy to seek redress in the courts at any time to correct or remedy any default of Tenant by injunction or otherwise, without such resulting or being deemed a termination of this Lease, and Landlord, whether this Lease has been or is terminated or not, shall have the absolute right by court action or otherwise to collect any and all amounts of unpaid rent or unpaid additional rent or any other sums due from Tenant to Landlord under this Lease which were or are unpaid at the date of termination. In case it should be necessary for Landlord to bring any action under this Lease, to consult or place said Lease or any amount payable by Tenant thereunder with an attorney concerning or for the enforcement of any of Landlord's rights hereunder, then Xxxxxx agrees in each and any such case to reimburse Landlord for its reasonable attorney's fees. All other remedies herein provided shall be cumulative to all other rights or remedies herein given to Landlord by law. A waiver by Landlord of any default by Tenant in the performance of any of the covenants, terms or conditions hereof shall not be considered or treated as a waiver of any subsequent or other default as to the same or any other matter. If Tenant shall default in the performance of any covenant, agreement, provision or condition herein contained, Landlord, without thereby waiving such default, may perform the same for the account and at the expense of Tenant, without notice in the case of emergency. Bills for any expense incurred by Landlord in connection with any such performance by Landlord for the account of Tenant, as well as bills for any property, material, labor or services provided, furnished or rendered, or caused to be provided, furnished or rendered, by Landlord to Tenant may be sent by Landlord to Tenant monthly, or immediately, at Landlord's option and shall be due and payable by Tenant upon notice of the amount or amounts and the amount or amounts thereof shall be deemed to be Additional Rent under this Lease. Tenant shall promptly give to Landlord notice as herein provided of any defects in the Premises including the failure of Landlord to do anything required to be done by law or by the terms of this Lease or the doing or permitting to be done anything prohibited by law or by the terms of this Lease. Unless Tenant has given said notice and Xxxxxxxx has failed to commence to cause the cure of said defect within ten (10) days after receipt of said notice, Tenant shall have no right to terminate the said Lease or to declare a forfeiture and in no event shall rent xxxxx except as in this Lease specifically provided. Landlord shall not be obligated to notify Tenant of the due date of rent nor demand payment thereof on its due date, the same being expressly waived by Tenant. The acceptance of any sums of money from the Tenant that is less than the actual amount owed is considered a partial payment and does not relieve Tenant from the full amount that is owed Landlord. SECURITY DEPOSIT

Default and Remedies. If: (a) Any of the Lessee fails following shall constitute a default by Borrower hereunder (herein "Default"): (i) failure by Borrower to pay any amounts hereunder or under the Note when due and such remains unremedied for a period of ten (10) days from the due date; or (ii) failure of Borrower to comply with any term, provision, condition, provisions or covenant perform any of this Agreementits obligations arising under the Agreement or under any other documents or agreements related hereto and such remains unremedied by Borrower for a period of twenty (20) days; or (b) the Lessee deserts or vacates the Premises; (ciii) any petition representations or warranties made or given by Borrower in connection with the Agreement or any other document or agreement related hereto were false or misleading in a material way when made; or (iv) subjection of the Equipment to levy or execution or other judicial process which is filed not or cannot be removed within thirty (30) days from the subjection thereof; or the imposition of any unauthorized lien on or transfer of the Equipment by or through Borrower; or (v) commencement of any insolvency, bankruptcy or similar proceedings by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States Borrower or any state thereof; guarantor of any of Borrower's Obligations (d) the Lessee becomes insolvent herein "Guarantor"), including any assignment by Borrower or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment any Guarantor for the benefit of creditors, and in the case of any such involuntary proceedings, such is not dismissed within thirty (30) days of institution; or the inability of Borrower to generally pay its debts as they become due; or (fvi) a receiver is appointed for any act of Borrower which imperils the Lessee value of the Equipment or the prospect of full performance of the Obligations, including but not limited to the liquidation or dissolution of Borrower or the commencement of any acts relative thereto, or without the prior written consent of Lender, any sale or other disposition of all or substantially all of the assets of Borrower, or any merger or consolidation of Borrower unless Borrower is the Lesseesurviving entity, then or the cessation of business by Borrower; or (vii) a default by Borrower under any other agreement or note with Lender or any assignee of the Agreement and/or Note; or (viii) the death or dissolution of Borrower or of any Guarantor, the withdrawal of any partner if Borrower is a partnership, or the inability of Borrower or of any Guarantor hereunder to perform any of the obligations contained herein or in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may haveapplicable guaranty.

Default and Remedies. If: (a) the Lessee If at any time Tenant fails to comply with (i) pay any term, provision, conditionsum within seven days after the same has become due under this Lease, or covenant of this Agreement; (bii) the Lessee deserts or vacates the Premises; (c) within fifteen days after notice fails to remedy any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or default with respect to any of the assets other provisions, covenants or conditions of the Lesseethis Lease to be kept or performed by Tenant, then in the event of any of such events, the Lessee shall be in default and the Lessor failure Landlord shall have the option right to do any one or more of the following: (i) enter reenter the Premises either with or without process of law and to expel, remove all persons and put out the Lessee all or any other persons thereonproperty therefrom, by any suitable action or proceeding at law, without being liable for any prosecution therefor or damages resulting therefrom, and repossess and enjoy the Premises, together with all personal property; (ii) terminate this Agreement; (iii) rent said additions, alterations and improvements, and Landlord may, at its option, repair, alter, remodel and/or change the character of the Premises as it may deem fit and charge Tenant the cost therefor, and/or at any time relet the Premises or any part thereof for such term or terms and at such terms and conditions parts thereof, as the Lessor agent of Tenant or otherwise. The exercise by Landlord of any right granted in its sole discretion may deem advisable, with the right sentence immediately preceding shall not relieve Tenant from the obligation to repair, renovate, remodel, redecorate, altermake all rental payments, and change said Premisesto fulfill all other covenants required by this Lease, at the time and in the manner provided herein. At Tenant, throughout the option remaining term hereof, shall pay Landlord, no later than the last day of each month during the term, the then current excess, if any, of the Lessorsum of the unpaid rentals and costs to Landlord resulting from such default by Tenant over the proceeds, rents if any, received by the Lessor Landlord from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, includingif any. Landlord shall not be required to relet the Premises nor exercise any other right granted to Landlord hereunder, but not limited tonor shall Landlord be under any obligation to minimize Tenant’s loss as a result of Tenant's default. If Landlord attempts to relet the Premises, attorney's fees, advertising fees, Landlord shall be the sole judge as to whether a proposed tenant is suitable and brokerage fees, and to acceptable. In the payment event of a breach by Tenant of any repairsof the covenants or provisions hereof, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee Landlord shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any defaulthave, in addition to any other remedy remedies which it may havehave the right to invoke, any remedy allowed at law or in equity to enforce Landlord’s rights or any of them, as if re-entry and other remedies were not herein provided. Landlord shall not be in default in the performance of any of its obligations in this Lease unless and until Landlord shall have failed to perform such obligation within fifteen days, or such additional time as is reasonably required to correct any such default after notice by Tenant to Landlord properly specifying the default. The various rights, options, elections, powers, and remedies contained in this Lease shall be construed as cumulative and no one of them shall be exclusive of any of the others, or of any other legal or equitable remedy which either party might otherwise have in the event of breach or default in the terms hereof, and the exercise of one right or remedy by such party shall not impair its right to any other right or remedy until all obligations upon the other party have been fully performed. Landlord, and any person, firm, or corporation comprising Landlord shall not have any personal liability with respect to any of the provisions of this Lease. Tenant's sole recourse shall be against the Premises, and the real and personal property comprising the same for the satisfaction of any of Tenant's claims and remedies.

Default and Remedies. If21. In the event: (a) the Lessee Tenant fails to comply with any term, provision, condition, or covenant of this AgreementLease including the payment of all monies due; (b) the Lessee Tenant deserts or vacates the PremisesPremises for 30 consecutive days or more without notice to Landlord and without making the current rental payment; (c) any Any petition is filed by or against the Lessee Tenant under any section Section or chapter Chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee Tenant becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee Tenant makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee Tenant or any of the assets of the Lessee, Tenant; then in any of such events, the Lessee Tenant shall be in default and the Lessor Landlord shall have the option to do any one or more of the following: (i1) Upon ten (10) days prior written notice, excepting the payment of rent or additional rent for which no demand or notice shall be necessary, in addition to, and not in limitation of, any other remedy permitted by law; to enter upon the Premises or any part thereof, either with or without process of law law, and to expel, remove and put out the Lessee Tenant or any other persons who might be thereon, together with all personal propertyproperty found therein; or (ii2) Landlord may terminate this Agreement; (iii) rent Lease, or it may from time to time, without terminating this Lease, relet said Premises or any part thereof for such term or terms and at such rent and upon such other terms and conditions as the Lessor Landlord in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premises. At the option of the LessorLandlord, rents received by the Lessor Landlord from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee Tenant to the Lessor Landlord other than Rent due; rent and additional rent due hereunder, second to the payment of any costs cost and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, fees and real estate brokerage fees, and to the payment of any repairs, renovationrenovations, remodeling, redecorations, alterations, alterations and changes in the Premises; third to the payment of Rent rent and additional Rent rent due and payable hereunder and interest thereon; and, and if after applying said rentals monies there is any deficiency in the Rent rent and additional rent and interest to be paid by the Lessee Tenant under this AgreementLease, the Lessee Tenant shall pay any such deficiency to the Lessor Landlord and such deficiency shall be calculated and collected by the Lessor on a monthly basisLandlord monthly. No such re-entry or taking possession of said Premises shall be construed as an election on the LessorLandlord's part to terminate this Agreement Lease unless a written notice of such intention is be given to Tenant. If Tenant vacates or abandons the LesseePremises, any property that Tenant leaves on the Premises shall be deemed to have been abandoned and may either be retained by Landlord as the property of Landlord or may be disposed of at public or private sale in accordance with applicable law as Landlord shall determine in its sole discretion. Notwithstanding The proceeds of any public or private sale of Tenant's property, or the then current fair market value of any property retained by Landlord, shall be applied by Landlord against (I) the expenses of Landlord for removal, storage or sale of the property; (ii) the arrears of rent or future rents payable under this Lease; and (iii) any other damages to which Landlord may be entitled hereunder. Notwithstanding, any such reletting without termination, the Lessor Landlord may at any time thereafter elect to terminate this Lease for such previous breach and default. Should Landlord at any time terminate this Agreement Lease by reason of any default, in addition to any other remedy it may have, it may recover from Tenant the amount at the time of such termination of the excess of the amount of rent and additional rent reserved in this Lease for the balance of the term hereof over the then reasonable rental value of the Premises for the same period. Landlord shall have the right and remedy to seek redress in the courts at any time to correct or remedy any default of Tenant by injunction or otherwise, without such resulting or being deemed a termination of this Lease, and Landlord, whether this Lease has been or is terminated or not, shall have the absolute right by court action or otherwise to collect any and all amounts of unpaid rent or unpaid additional rent or any other sums due from Tenant to Landlord under this Lease which were or are unpaid at the date of termination. In case it should be necessary for Landlord to bring any action under this Lease, to consult or place said Lease or any amount payable by Tenant thereunder with an attorney concerning or for the enforcement of any of Landlord's rights hereunder, then Tenant agrees in each and any such case to reimburse Landlord for its reasonable attorney's fees. All other remedies herein provided shall be cumulative to all other rights or remedies herein given to Landlord by law. A waiver by Landlord of any default by Tenant in the performance of any of the covenants, terms or conditions hereof shall not be considered or treated as a waiver of any subsequent or other default as to the same or any other matter. If Tenant shall default in the performance of any covenant, agreement, provision or condition herein contained, Landlord, without thereby waiving such default, may perform the same for the account and at the expense of Tenant, without notice in the case of emergency. Bills for any expense incurred by Landlord in connection with any such performance by Landlord for the account of Tenant, as well as bills for any property, materials, labor or services provided, furnished or rendered, or caused to be provided, furnished or rendered, by Landlord to Tenant may be sent by Landlord to Tenant monthly, or immediately, at Landlord's option and shall be due and payable by Tenant upon notice of the amount or amounts and the amount or amounts thereof shall be deemed to be Additional Rent under this Lease. Tenant shall promptly give to Landlord notice as herein provided of any defects in the Premises including the failure of Landlord to do anything required to be done by law or by the terms of this Lease or the doing or permitting to be done anything prohibited by law or by the terms of this Lease. Unless Tenant has given said notice and Landlord has failed to commence to cause the cure of said defect within ten (10) days after receipt of said notice, Tenant shall have no right to terminate the said Lease or to declare a forfeiture and in no event shall rent xxxxx except as in this Lease specifically provided. Landlord shall not be obligated to notify Tenant of the due date of rent nor demand payment thereof on its due date, the same being expressly waived by Tenant. The acceptance of any sums of money from the Tenant that is less than the actual amount owed is considered a partial payment and does not relieve Tenant from the full amount that is owed Landlord.

Default and Remedies. If: (a) the Lessee Tenant fails to comply with any term, provision, condition, or covenant material term of this AgreementLease; (b) the Lessee Tenant deserts or vacates the Premisespremises; (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereofbankruptcy law; (d) the Lessee Tenant becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee or Tenant makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee Tenant or any of the assets of the LesseeTenant, then in any of such events, the Lessee Tenant shall be in default and the Lessor Landlord shall have the option to do any one anyone or more of the following: upon thirty (i30) days’ prior written notice, excepting the payment of rent or additional rent for which no demand or notice shall be necessary, in addition to and not in limitation of any other remedy permitted by law, to enter upon the Premises premises or any part thereof either with or without process of law law, and to expel, remove and put out the Lessee Tenant or any other persons who might be thereon, together with all personal propertyproperty found therein; (ii) and, Landlord may terminate this Agreement; (iii) Lease or it may from time to time, without termination this Lease, rent said Premises the premises or any part thereof for such term or terms (which may be for a term extending beyond the lease term) and at such rent and upon such terms and conditions as the Lessor s Landlord in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premisesthe premises. At the option of the LessorLandlord, rents received by the Lessor Landlord from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee tenant to the Lessor Landlord other than Rent duerent and additional rent due hereunder; second, to the payment of any costs and expenses of such reletting, including, but not limited towithout limitation, attorney's attorneys’ fees, advertising fees, fees and brokerage fees, and to the payment payment, exclusive of renovation for a new tenant, of any repairs, renovation, remodeling, redecorations, alterationsrent, and changes in the Premises; to the payment of Rent and additional Rent interest, due and payable hereunder and interest thereon; under this Lease, and, if after applying said rentals there is any deficiency in such rents against the Rent rent and additional rent and interest to be paid by the Lessee Tenant must pay Landlord under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on Lease there remains a monthly basis. No such re-entry or taking possession of said Premises the premises shall be construed as an election on the Lessor's Landlord’s part to terminate or accept a surrender of this Agreement Lease unless Landlord gives Tenant a prior written notice of such intention is given thereafter elect to the Lesseeterminate this Lease for such previous breach and default. Notwithstanding any such reletting without termination, the Lessor may Should Landlord at any time terminate this Agreement Lease by reason of any default, in addition to any other remedy it may have, it may recover from Tenant the worth at the time of such termination of the excess of the amount of rent and additional rent reserved in this Lease for the balance of the lease term over the then reasonable rental value of the premises for the same period. The parties shall have the right and remedy to seek redress in the courts at any times to correct or remedy any default by injunction or otherwise, without such result being deemed a termination of or acceptance of surrender of this Lease, and Landlord, whether this Lease has been terminated or not, shall have the absolute right by court action or other wise to collect any and all amounts of unpaid rent or unpaid additional rent or any other sums due from Tenant to Landlord under this Lease which were or are unpaid at the date of termination. If either party uses an attorney to enforce its rights or to collect any amount payable under this Lease, then in each case the prevailing party shall receive reasonable attorneys’ fees and expenses incurred by it from the other party.

Default and Remedies. IfA. In the event: (a) the Lessee Tenant fails to comply with any term, provision, condition, or covenant of this AgreementLease, including the payment of all monies due; (b) the Lessee Tenant deserts or vacates the PremisesPremises for thirty (30) consecutive days or more without notice to Landlord and without making the current rental payment; (c) any Any petition is filed by or against the Lessee Tenant under any section Section or chapter Chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee Tenant becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee Tenant makes an assignment for the benefit of creditors; or (f) a A receiver is appointed for the Lessee Tenant or any of the assets of the Lessee, Tenant; then in any of such events, the Lessee Tenant shall be in default and the Lessor Landlord shall have the option to do any one or more of the following: (ig) Upon ten (10) day's prior written notice, excepting the payment of rent for which no demand or notice shall be necessary in addition to and not in limitation of any other remedy permitted by law, to enter upon the Premises or any part thereof, either with or without process of law law, and to expel, remove and put out the Lessee Tenant or any other persons who might be thereon, together with all personal propertyproperty found therein; or (ii) Landlord may terminate this Agreement; (iii) rent Lease, or it may from time to time, without terminating this Lease, relet said Premises or any part thereof for such term or terms and at such terms rent and upon such other term and conditions as the Lessor Landlord in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premises. At the option of the LessorLandlord, rents received by the Lessor Landlord from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee Tenant to the Lessor Landlord other than Rent duerent and additional rent due hereunder; second, to the payment of any costs cost and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, fees and real estate brokerage fees, and to the payment of any repairs, renovationrenovations, remodeling, redecorations, alterations, alterations and changes in the Premises; third, to the payment of Rent rent and additional Rent rent due and payable hereunder and interest thereon; and, if and if, after applying said rentals monies there is any deficiency in the Rent rent and additional rent and interest to be paid by the Lessee Tenant under this AgreementLease, the Lessee Tenant shall pay any such deficiency to the Lessor Landlord and such deficiency shall be calculated and collected by the Lessor on a monthly basisLandlord monthly. No such re-entry or taking possession of said Premises shall be construed as an election on the LessorLandlord's part to terminate term this Agreement Lease unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may haveTenant.

Default and Remedies. If: Lessee shall be in default of any Lease if (ai) the Lessee fails to comply with pay Rent within ten (10) days of due date; (ii) Lessee fails to perform or observe or breaches any termcovenant or condition or any representation or warranty in such Lease, provisionand such failure or breach continues unremitted for a period of ten (10) days after written notice from Lessor; (iii) Lessee, conditionexcept as expressly permitted in the Lease, attempts to move, sell, transfer, encumber, or covenant sublet without consent any item of this AgreementProduct leased under such Lease; (biv) the Lessee deserts files or vacates the Premises; (c) any has filed against it a petition is filed by in bankruptcy or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; creditors or consents to the appointment of a trustee or receiver or either shall be appointed for Lessee or for a substantial part of its property without its consent, or (fv) a receiver is appointed for the Lessee or any guarantor of the assets of the Lessee, then in any of such events, the Lessee is declared legally deceased or if Lessee shall be in default and the terminate its existence by merger, consolidation, sale of substantially all of its assets or otherwise. Upon default, Lessor shall have the option to do any may, at its option, take one or more of the following: following actions, (i) enter the Premises either with or without process of law declare all sums due and to expelbecome due under the Schedule immediately due and payable, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; require Lessee to return immediately all Product leased under such Schedule to Lessor in accordance with Paragraph 6 hereof, (iii) rent said Premises without breach of the peace take immediate possession of and remove the Product; (iv) sell any or all of the Product at public or private sale or otherwise dispose of, hold, use or lease to others, or; (v) exercise any part thereof for such term right or terms and at such terms and conditions as the remedy which may be available to Lessor in its sole discretion may deem advisableunder applicable law, with including the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At recover damages for the option breach of the LessorSchedule. In addition, rents received by the Lessor from such reletting Lessee shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, liable for reasonable attorney's fees, advertising fees, other costs and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of expenses resulting from any default, or the exercise of Lessor's remedies, including placing such Product in the condition required by Paragraph 6 hereof. Each remedy shall be cumulative and in addition to any other remedy it may haveotherwise available to Lessor at law or in equity. No express or implied waiver of any default shall constitute a waiver of any of Lessor's other rights.

Default and Remedies. If: (a) Any of the following shall constitute a default by Lessee fails under the Lease (herein "Default"): (i) failure by Lessee to pay any amounts under the Lease when due and such remains unremedied for a period of ten (10) days from the due date; or (ii) failure by Lessee to comply with any termprovisions or perform any of its obligations arising under the Lease or under any other documents or agreements relating to the Lease, provision, conditionand such remains unremedied by Lessee for a period of twenty (20) days; or (iii) any representations or warranties made or given by Lessee in connection with the Lease or the Agreement, or covenant any other document or agreement relating to the Lease or the Agreement, were false or misleading in a material way when made; or (iv) subjection of this Agreementthe Equipment to levy or execution or other judicial process which is not or cannot be removed within thirty (30) days from the subjection thereof; or the imposition of any unauthorized lien on or transfer of the Equipment by or through Lessee; or (bv) the Lessee deserts commencement of any insolvency, bankruptcy or vacates the Premises; (c) any petition is filed similar proceedings by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; guarantor of any of Lessee's obligations under the Lease (d) the herein "Guarantor"), including any assignment by Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment any Guarantor for the benefit of creditorscreditors and in the case of any such involuntary proceedings, such is not dismissed within thirty (30) days of institutions; or the inability of Lessee to generally pay its debts as they become due; or (fvi) a receiver is appointed for any act of Lessee which imperils the value of the Equipment or the prospect of full performance of Lessee's obligations under the Lease, including but not limited to the liquidation or dissolution of Lessee or the commencement of any acts relative thereto, or without the prior written consent of Lessor, any sale or other disposition of all or substantially all of the assets of the Lessee, then or any merger or consolidation of Lessee unless Lessee is the surviving entity, or the cessation of business by Lessee; or (vii) a default by Lessee under any other agreement or note with Lessor, or with any assignee of the Lease; or (viii) the death or dissolution of Lessee or of any Guarantor, the withdrawal of any partner of Lessee if Lessee is a partnership, or the inability of Lessee or of any Guarantor of the Lease to perform any of the obligations contained in the Lease or in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may haveapplicable guaranty.

Default and Remedies. IfIn the event: (a) the Lessee Tenant fails to comply with any term, provision, condition, condition or covenant of this AgreementLease; (b) the Lessee Tenant deserts or vacates the Premises; (c) any petition is filed by or against the Lessee Tenant under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof;; (d) the Lessee Tenant becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee Tenant makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee Tenant or any of the assets of the LesseeTenant, then in any of such events, the Lessee Tenant shall be in default and the Lessor Landlord shall have the option to do any one or more of the following: upon ten (i10) days prior to written notice, excepting the payment of rent or additional for which no demand or notice shall be necessary, in addition to and no in limitation of any other remedy permitted by law, to enter upon the Premises either with or without process of law law, and to expel, remove and put out the Lessee Tenant or any nay other persons who might be thereon, together with all personal propertyproperty found therein; (ii) and, Landlord may terminate this Agreement; (iii) Lease or it may from time to time, without terminating this Lease, rent said Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term) and at such rental or rentals and upon such other terms and conditions as the Lessor Landlord in its sole discretion may deem seems advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premises. At the option of the LessorLandlord, rents received by the Lessor from Landlord such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee Tenant to the Lessor Landlord other than Rent duerent and additional rent due hereunder; second, to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's ’s fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, alterations and changes in the Premises; third, to the payment of Rent rent and additional Rent rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent rent and additional rent and interest to be paid by the Lessee Tenant under this AgreementLease, the Lessee Tenant shall pay any such deficiency to the Lessor Landlord and such deficiency shall be calculated and collected by the Lessor on a monthly basisLandlord monthly. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's of Landlord’s part to terminate this Agreement Lease unless a written notice of such intention is be given to the LesseeTenant. Notwithstanding any such reletting without termination, the Lessor Landlord may at any time thereafter elect to terminate this Agreement Lease for such previous breach and default. Should Landlord at any time terminated this Lease by reason of any default, in addition to any other remedy it may have, it may recover from Tenant the worth at the time of such termination of the excess of the amount of rent and additional rent reserved in this Lease for the balance of the Term over the then reasonable rental value of the Premises for the same period. Landlord shall have the right to remedy to seek redress in the courts at any time to correct or remedy any default of Tenant by injunction or otherwise, without such resulting or being deemed a termination of this Lease, and Landlord, whether this Lease has been or is terminated or not, shall have the absolute right by court action or otherwise to collect any and all amounts of unpaid rent or unpaid at the date of termination. In case it should be necessary for Landlord to bring any action under this Lease, to consult or place said lease or any amount payable by Tenant hereunder with an attorney concerning or for the enforcement of any Landlord’s rights hereunder, then Tenant agrees in each and any such case to pay to Landlord, Landlord’s reasonable attorney’s fees.

Default and Remedies. IfAn event of default shall occur if: (a) the any rental Payment or any other amount owed by Lessee fails to comply with any term, provision, condition, or covenant of this AgreementLessor hereunder is not paid promptly when due; (b) the Lessee deserts breaches any warranty or vacates the Premises; provision hereof, (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Actceases to do business as a going concern, as amendedbecomes insolvent, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors, admits in writing its inability to pay its debts as they become due, or takes advantage of any law for the relief of debtors; (d) any property of Lessee is attached; (e) a petition in bankruptcy or for an arrangement, reorganization, composition, liquidation, dissolution or similar relief is filed by or against Lessee under any present or future statute, law or regulation; (f) Lessee or its shareholders take any action looking to its dissolution or liquidation; (g) a trustee or receiver is appointed for Lessee or for any substantial part of its property; (h) if there shall occur an (i) appropriation, (ii) confiscation, (iii) retention, or (iv) seizure of control, custody or possession of the Equipment by any governmental authority including, without limitation, any municipal, state, federal or other governmental entity or any governmental agency or instrumentality (all such entities, agencies and instrumentalities shall hereinafter be collectively referred to as "Governmental Authority"); or (i) if anyone in the control, custody or possession of the Equipment or the Lessee is accused or alleged or charged (whether or not subsequently arraigned indicted or convicted) by any Governmental Authority to have used the Equipment in connection with the commission of any crime (other than a misdemeanor moving violation). Upon the assets occurrence of the Lessee, then in any an event of such events, the default Lessee shall be in default hereunder and Lessor may, at its option, with or without notice to Lessee (a) declare all sums due and to become due hereunder and all other sums then owing by Lessee to Lessor to be immediately due and payable; (b) proceed by appropriate court action or actions or other proceedings either at law or in equity to enforce performance by Lessee of any and all provisions of this Lease and to recover the damages for the breach thereof; (c) require Lessee to assemble the Equipment and deliver same forthwith to Lessor shall have the option at Lessee's expense at such place as Lessor may designate which is reasonably convenient to do any both parties; (d) exercise one or more of the following: (i) enter rights and remedies available to a secured party under the Premises either with Uniform Commercial Code, whether or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal propertynot this transaction is subject thereto; (iie) terminate this Agreement; (iii) rent said Premises enter, or its agents may enter, without notice or liability or legal process, into any premises where the Equipment may be, or is believed by Lessor to be, and repossess all or any part thereof thereof, disconnecting and separating the same from any other property and using all force necessary and permitted by applicable law, Lessee hereby expressly waiving all further rights to possession of the Equipment after default and all claims for injuries suffered through or loss caused by such term repossession; and/or (f) apply any security deposit or terms other amounts held by Lessor to any indebtedness of Lessee to Lessor. In addition, Lessee agrees to pay, to Lessor, as liquidated damages for loss of the bargain and at such terms not as a penalty, (1) the Stipulated Loss Value plus (2) all expenses of retaking, holding, preparing for sale, selling and conditions as the like, including reasonable attorneys' fees and other legal expenses, less (3) any amount actually received by Lessor from the re-lease, sale or other disposition of the Equipment. Lessee hereby waives any right to trial by jury in any proceeding arising out of this Lease. Nothing herein contained will require Lessor to re- lease, sell or otherwise dispose of the Equipment. No remedy of Lessor hereunder shall be exclusive of any other remedy herein or provide by law, but each shall be cumulative and in addition to every other remedy. A waiver of a default shall not be a waiver of any other or a subsequent default. If allowed by law, "the reasonable fees for attorneys" retained by Lessor shall include the amount of any flat fee, retainer, contingent fee or the hourly charges of any attorney retained by Lessor in its sole discretion may deem advisable, with enforcing any of Lessor's rights hereunder or in the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment prosecution or defense of any indebtedness from litigation related to this Agreement or the transactions contemplated by this Agreement. All notices to Lessee relating hereto will be considered received when delivered in person or mailed to Lessee at the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes address set forth in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, or at any later address designated in writing by Lessee. Lessor may sell the Lessee shall pay Equipment without giving any such deficiency warranties as to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basisEquipment. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at disclaim any time terminate this Agreement by reason warranties of title, possession, quiet enjoyment, or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any default, in addition to any other remedy it may havesale of the Equipment.

Default and Remedies. If: (a) the Lessee fails to comply with any term, provision, condition, condition or covenant of this AgreementLease; (b) the Lessee deserts or vacates the Premises; (cc ) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: upon ten (i10) days prior written notice, excepting the payment of rent or additional rent for which no demand or notice shall be necessary, in addition to and not in limitation of any other remedy permitted by law, to enter upon the Premises either with or without process of law law, and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) and, Lessor may terminate this Agreement; (iii) Lease or it may from time to time, without terminating this Lease, rent said Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term) and at such rental or rentals and upon such other terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee to the Lessor other than Rent duerent and additional rent due hereunder; second, to the payment of any costs and expenses of such reletting, including, but not limited tolimited, attorney's ’s fees, advertising fees, fees and brokerage fees, and to the payment of any repairs, renovation, remodelingrxxx xxxxxx, redecorations, alterations, alterations and changes in the Premises; : third, to the payment of Rent rent and additional Rent rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent rent and additional rent and interest to be paid by the Lessee under this AgreementLease, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basismonthly. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's ’s part to terminate this Agreement Lease unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement Lease by reason of any default, in addition to any other remedy it may have, it may recover from Lessee the worth at the time of such termination of the excess of the amount of rent and additional rent reserved in this Lease for the balance of the Term over the then reasonable rental value of the Premises for the same period. Lessor shall have the right and remedy to seek redress in the courts at any time to correct or remedy any default of Lessee by injunction or otherwise, without such resulting or being deemed a termination of this Lease, and Lessor, whether this Lease has been or is terminated or not, shall have the absolute right by court action or otherwise to collect any and all amounts of unpaid rent or unpaid additional rent or any other sums due from Lessee to Lessor under this Lease which were or are unpaid at the date of termination. If it is necessary for Lessor to bring any action under this Lease, to consult with an attorney concerning or for the enforcement of any of Lessor’s rights, then Lessee agrees in each and any such case to pay to Lessor, Lessor’s reasonable attorney’s fees. In addition to the remedies set forth herein, Lessee shall pay a late charge in the amount of _________% of any payment due hereunder which remains unpaid on the tenth day after same is otherwise due hereunder. Said late charge shall be deemed additional rent, and the assessment or collection of same shall not limit or delay Lessor’s pursuit of any remedy arising hereunder upon Lessee’s default.

Default and Remedies. If: (a) An Event of Default shall be deemed to have occurred hereunder and FGI may immediately exercise its rights and remedies with respect to the Lessee fails to comply with any term, provision, condition, or covenant of Purchased Accounts and the Collateral under this Agreement; (b) , upon the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter happening of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (a) Seller shall fail to pay as and when due any amount owed to FGI; (b) (i) enter the Premises either with commencement of any action for the dissolution or without process liquidation of law and Seller, or the commencement of any proceeding to expelavoid any transaction entered into by Seller, remove and put out or the Lessee commencement of any case or proceeding for reorganization or liquidation of Seller’s debts under the federal bankruptcy code or any other persons thereonstate or federal law, together with all personal now or hereafter enacted for the relief of debtors, whether instituted by or against Seller; provided however, that Seller shall have forty-five (45) days to obtain the dismissal or discharge of involuntary proceedings filed against it, it being understood that during such forty-five (45) day period, (ii) Seller makes or proposes in writing, an assignment for the benefit of creditors generally, offers a composition or extension to creditors, or makes or sends notice of an intended bulk sale of any business or assets now or hereafter owned or conducted by Seller, or (iii) the appointment of a receiver, liquidator, custodian, trustee or similar official or fiduciary for Seller or for Seller’s property; (iic) terminate this AgreementSeller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due; (iiid) rent said Premises any involuntary lien, garnishment, attachment or the like shall be issued against or shall attach to the Purchased Accounts, the Collateral or any part portion thereof and the same is not released within ten (10) days; (e) Seller suffers the entry against it for a final judgment for the payment of money in excess of $50,000, 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 term periods and a stay of execution pending such appeal is obtained; (f) Seller shall breach any covenant, warranty or terms representation set forth herein or same shall be untrue when made; (g) 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 FGI is not true and correct in any material respect; (h) 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; or (i) a material adverse change shall have occurred in Seller’s financial conditions, business, operations or prospects. Upon the occurrence of an Event of Default, all obligations owing to FGI (including the Obligations) shall become immediately due and owing at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of FGI (provided upon the Lessoroccurrence of an Event of Default under clause (b) above, rents received by the Lessor from all such reletting amounts shall become immediately due and payable without further notice or demand) and FGI shall be applied in order as follows: entitled to the payment any form of equitable relief that may be appropriate without having to establish any indebtedness from the Lessee to the Lessor inadequate remedy at law or other grounds other than Rent due; to establish that its Collateral is subject to being improperly used, moved, dissipated or withheld from FGI. FGI shall be entitled to freeze, debit and/or effect a set-off against any fund or account Seller may maintain with any Bank. In the payment of any costs and expenses of such relettingevent FGI deems it necessary to seek equitable relief, including, but not limited to, attorney's feesinjunctive or receivership remedies, advertising feesas a result of and Event of Default, Seller waives any requirement that FGI post or otherwise obtain or procure any bond. Alternatively, in the event FGI, in its sole and brokerage feesexclusive discretion, desires to procure and post a bond, FGI may procure and file with the court a bond in an amount up to and not greater than $10,000 notwithstanding any common or statutory law requirement to the payment contrary. Upon FGI’s posting of such bond it shall be entitled to all benefits as if such bond was posted in compliance with state law. Seller also waives any repairsright it may be entitled to, renovationincluding an award of attorney’s fees or costs, remodeling, redecorations, alterations, and changes in the Premises; event any equitable relief sought by and awarded to FGI is thereafter, for whatever reason(s), vacated, dissolved or reversed. All post-judgment interest shall bear interest at either the payment of Rent and additional Rent due and payable hereunder and interest thereon; andcontract rate, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to 18% per annum or such higher rate as may be paid allowed by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may havelaw.

Default and Remedies. If: (a) Lessee shall be in default under this Agreement and each Lease if any of the foregoing occur: (i) Lessee fails to comply with pay Rent or any term, provision, condition, or covenant of this Agreement; (b) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee other payment due and owing under any section or chapter Lease, including an tax indemnity set forth in Section 18, within five (5) days of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state due date thereof; (dii) 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 and the Lessee becomes insolvent false or makes a transfer in fraud misleading nature of creditorssuch representation or warranty is not corrected within thirty (30) days following receipt of written notice thereof from Lessor; (eiii) a breach of the covenant set forth in Section 18(b) or Section 26(c) shall have occurred; (iv) a Lease fails to be considered a “true lease” for federal income tax purposes as a result of any act, omission, breach of warranty or covenant or misrepresentation by Lessee; (v) Lessee makes an assignment dissolves, or assigns its assets for the benefit of creditors, or enters any bankruptcy or reorganization proceeding; (vi) (A) any Assigned Agreement (as defined in the Lessee Security Agreement) has been terminated without the prior written approval of Lessor or (fB) any default has occurred and is continuing under any provision of an Assigned Agreement and any cure period provided thereunder has terminated without such default having been cured; (vii) Lessee fails to observe, keep or perform any other term or condition of this Agreement or any other Lease Document and such failure continues for thirty (30) days following receipt of written notice from Lessor; (viii) Lessee undergoes a receiver is appointed for change in ownership or control of any type without the prior written approval of Lessor; (ix) Lessor fails to have a valid and perfected security interest in and security title to the Collateral (as defined in the Lessee Security Agreement), free and clear of any Liens other than Permitted Liens and/or (x) any “Event of Default” has occurred and is continuing under any lease that currently or may hereinafter exist between Lessor and any affiliate of the assets Lessee (each of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expelthrough (x), remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may have“Default”).

Default and Remedies. IfThe occurrence of any of the following events shall be events of default hereunder: (a) the Lessee fails Seller shall fail to comply with pay any indebtedness to WFBC when due or repurchase any Account when required hereunder; Seller shall breach any term, provision, conditionpromise, warranty, representation or covenant of under this Agreement; (b) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law other agreements, contracts, between Seller and WFBC or statute obligation to WFBC; the appointment of any receiver or trustee of all or a substantial portion of the United States or any state thereofassets of Seller; (d) the Lessee becomes Seller shall become insolvent or makes unable to pay debts as they mature, shall make a transfer in fraud of creditors; (e) the Lessee makes an general assignment for the benefit of creditorscreditors or shall voluntarily file a petition under the United States Bankruptcy Code or any similar law; any involuntary petition in bankruptcy shall be filed against Seller and is not dismissed within 60 days or (f) a receiver an order for relief is appointed entered against Seller under the United States Bankruptcy Code; any levies, attachment, executions, tax assessments or similar process shall be issued against the Collateral; any financial statements, profit and loss statements, or schedules, other statements or documents furnished by Seller to WFBC are false or incorrect in any material respect; any documents submitted by Seller to WFBC for the Lessee or any purchase of the assets of the Lesseean Account are mistaken, then fraudulent, incorrect and/or erroneous in any material respect, or if the Seller fails to submit any document required by WFBC under this Agreement for the purchase of such eventsthat Account or if any guarantor withdraws a guaranty of this agreement. Upon the occurrence of an event of default, the Lessee shall be in default WFBC may declare immediately due and the Lessor shall have the option payable, and to do any one or more charge back, all indebtedness of the following: Customer to WFBCI, including without limitation (i) enter the Premises either with or without process of law outstanding purchased Accounts and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisableall other fees, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, as required hereunder and brokerage fees, and exercise any or all rights available to a secured creditor with respect to the payment Seller and the Collateral (as defined below) under the Uniform Commercial Code (the "UCC"). After the occurrence of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment an event of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition interest shall accrue on any unpaid balance due to any other remedy it may haveWFBC at the default rate of 18%.

Default and Remedies. IfLessee shall be in default under the Rental Agreement if any of the following events occur: (ai) Lessee fails to make any payment in accordance with the terms of the Rental Agreement, or any other rental agreement with Lessor, and such failure continues for a period of five (5) days, (ii) Lessee fails to comply with any term, provision, conditionother term or provision of the Rental Agreement, or covenant any other rental agreement with Lessor, and such failure continues for a period of this Agreement; ten (b10) the Lessee deserts or vacates the Premises; days after receipt of notice of such failure from Lessor, (ciii) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes bankrupt, insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of its creditors; , (iv) involuntary bankruptcy or receivership proceedings are instituted against Lessee or its direct or indirect parent company and such petition or proceeding is not stayed or withdrawn within forty-five (45) days, (v) Lessor reasonably believes that Lessee is unable to comply with the payment terms of the Rental Agreement, or any other rental agreement with Lessor, or is likely to become bankrupt, insolvent or make an assignment for the benefit of its creditors, (vi) the Equipment is lost, damaged, stolen, destroyed or seized by a governmental agency after it had been placed in the possession of Lessee, (vii) Lessor has a reasonable belief that a material risk of damage to the Equipment exists or that Lessee cannot adequately protect the Equipment or (fvii) a receiver is appointed for the Lessee or Force Majeure event that lasts longer than fifteen (15) days. Upon any of the assets of the Lesseesuch default, then Lessor may at its option, upon prior notice in any of such events, the Lessee shall be in default and the Lessor shall have the option to do writing exercise any one or more of the followingfollowing remedies: (ia) enter suspend Lessee’s right to use the Premises either with or without process of law Equipment and to expelrelated services, remove and put out the Lessee or any other persons thereon, together with all personal property; (iib) terminate this the Rental Agreement; , (iiic) rent said Premises during normal business hours enter any premises owned, operated or controlled by Lessee where any part thereof Equipment is used or otherwise may be found (each, an “Equipment Location”) and remove the same therefrom. Except in the case of gross negligence or willful misconduct, Lessor shall not be guilty of trespass or wrong or liable for any damages because of such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alterremoval of equipment, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: Lessee agrees to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and pay all expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of Lessee incidental to said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may haveremoval.

Default and Remedies. If24. In the event: (a) the Lessee Tenant fails to comply with any term, provision, condition, or covenant of this AgreementLease including the payment of all monies due; (b) the Lessee Tenant deserts or vacates the PremisesPremises for 30 consecutive days or more without notice to Landlord and without making the current rental payment; (c) any Any petition is filed by or against the Lessee Tenant under any section Section or chapter Chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee Tenant becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee Tenant makes an assignment for the benefit of creditors; or (f) a A receiver is appointed for the Lessee Tenant or any of the assets of the Lessee, Tenant; then in any of such events, the Lessee Tenant shall be in default and the Lessor Landlord shall have the option to do any one or more of the following: (i1) Upon ten (10) days prior written notice, excepting the payment of rent or additional rent for which no demand or notice shall be necessary, in addition to, and not in limitation of, any other remedy permitted by law; to enter upon the Premises or any part thereof, either with or without process of law law, and to expel, remove and put out the Lessee Tenant or any other persons who might be thereon, together with all personal propertyproperty found therein; or (ii2) Landlord may terminate this Agreement; (iii) rent Lease, or it may from time to time, without terminating this Lease, relet said Premises or any part thereof for such term or terms and at such rent and upon such other terms and conditions as the Lessor Landlord in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premises. At the option of the LessorLandlord, rents received by the Lessor Landlord from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee Tenant to the Lessor Landlord other than Rent due; rent and additional rent due hereunder, second to the payment of any costs cost and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, fees and real estate brokerage fees, and to the payment of any repairs, renovationrenovations, remodeling, redecorations, alterations, alterations and changes in the Premises; third to the payment of Rent rent and additional Rent rent due and payable hereunder and interest thereon; and, and if after applying said rentals monies there is any deficiency in the Rent rent and additional rent and interest to be paid by the Lessee Tenant under this AgreementLease, the Lessee Tenant shall pay any such deficiency to the Lessor Landlord and such deficiency shall be calculated and collected by the Lessor on a monthly basisLandlord monthly. No such re-entry or taking possession of said Premises shall be construed as an election on the LessorLandlord's part to terminate this Agreement Lease unless a written notice of such intention is be given to Tenant. If Tenant vacates or abandons the LesseePremises, any property that Tenant leaves on the Premises shall be deemed to have been abandoned and may either be retained by Landlord as the property of Landlord or may be disposed of at public or private sale in accordance with applicable law as Landlord shall determine in its sole discretion. Notwithstanding The proceeds of any public or private sale of Tenant's property, or the then current fair market value of any property retained by Landlord, shall be applied by Landlord against (i) the expenses of Landlord for removal, storage or sale of the property; (ii) the arrears of rent or future rents payable under this Lease; and (iii) any other damages to which Landlord may be entitled hereunder. Notwithstanding, any such reletting without termination, the Lessor Landlord may at any time thereafter elect to terminate this Lease for such previous breach and default. Should Landlord at any time terminate this Agreement Lease by reason of any default, in addition to any other remedy it may have., it may recover from Tenant the amount at the time of such termination of the excess of the amount of rent and additional rent reserved in this Lease for the balance of the term hereof over the then reasonable rental value of the Premises for the same period. Landlord shall have the right and remedy to seek redress in the courts at any time to correct or remedy any default of Tenant by injunction or otherwise, without such resulting or being deemed a termination of this Lease, and Landlord, whether this Lease has been or is terminated or not, shall have the absolute right by court action or otherwise to collect any and all amounts of unpaid rent or unpaid additional rent or any other sums due from Tenant to Landlord under this Lease which were or are unpaid at the date of termination. In case it should be necessary for Landlord to bring any action under this Lease, to consult or place said Lease or any amount payable by Tenant thereunder with an attorney concerning or for the enforcement of any of Landlord's rights hereunder, then Tenant agrees in each and any such case to reimburse Landlord for its reasonable attorney's fees. All other remedies herein provided shall be cumulative to all other rights or remedies herein given to Landlord by law. A waiver by Landlord of any default by Tenant in the performance of any of the covenants, terms or conditions hereof shall not be considered or treated as a waiver of any subsequent or other default as to the same or any other matter. If Tenant shall default in the performance of any covenant, agreement, provision or condition herein contained, Landlord, without thereby waiving such default, may perform the same for the account and at the expense of Tenant, without notice in the case of emergency. Bills for any expense incurred by Landlord in connection with any such performance by Landlord for the account of Tenant, as well as bills for any property, material, labor or services provided, furnished or rendered, or caused to be provided, furnished or rendered, by Landlord to Tenant may be sent by Landlord to Tenant monthly, or immediately, at Landlord's option and shall be due and payable by Tenant upon notice of the amount or amounts and the amount or amounts thereof shall be deemed to be Additional Rent under this Lease. Tenant shall promptly give to Landlord notice as herein provided of any defects in the Premises including the failure of Landlord to do anything required to be done by law or by the terms of this Lease or the doing or permitting to be done anything prohibited by law or by the terms of this Lease. Unless Tenant has given said notice and Landlord has failed to commence to cause the cure of said defect within ten (10) days after receipt of said notice, Tenant shall have no right to terminate the said Lease or to declare a forfeiture and in no event shall rent xxxxx except as in this Lease specifically provided. Landlord shall not be obligated to notify Tenant of the due date of rent nor demand payment thereof on its due date, the same being expressly waived by Tenant. The acceptance of any sums of money from the Tenant that is less than the actual amount owed is considered a partial payment and does not relieve Tenant from the full amount that is owed Landlord. SECURITY DEPOSIT

Default and Remedies. IfThe following events shall be deemed to be -------------------- events of default by Tenant under this Lease: (ai) Tenant shall fail to pay any installment of Base Monthly Rental, Additional Rent or any other charge or assessment against Tenant pursuant to the Lessee fails terms hereof within five (5) days after notice of failure; (ii) Tenant shall fail to comply with any term, provision, conditioncovenant or warranty made under this Lease by Tenant, other than the payment of the Base Monthly Rental or covenant Additional Rent or any other charge or assessment payable by Tenant, and shall not cure such failure within thirty (30) days after notice thereof to Tenant, as extended as reasonably necessary to effect cure, provided Tenant commences cure and diligently pursues same to completion; (iii) Tenant or any guarantor of this Agreement; (b) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes Lease shall make a transfer in fraud of creditors; (e) the Lessee makes an general assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due, or shall file a petition in bankruptcy or shall be adjudicated as bankrupt or insolvent, or shall file a petition in any proceeding seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file an answer admitting or fail timely to contest the material allegations of a petition filed against it in any such proceeding; (iv) a proceeding is commenced against Tenant or any guarantor of this Lease seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, and such proceeding shall not have been dismissed within forty-five (f45) days after the commencement thereof; (v) a receiver is or trustee shall be appointed for the Lessee Prime Premises or any for all or substantially all of the assets of Tenant or of any guarantor of this Lease; (vi) Tenant shall abandon or vacate all or any portion of the LesseePrime Premises, then or fail to take possession thereof as provided in this Lease; (vii) Tenant shall do or permit to be done anything which creates a lien upon the Prime Premises or the Office Complex and such lien is not removed or discharged within fifteen (15) days after the filing thereof; (viii) Tenant shall fail to return a properly executed instrument to Landlord in accordance with the provisions of Paragraph 29 hereof within the time period provided for such return following Landlord's request for same as provided in Paragraph 29; or (ix) Tenant shall fail to return a properly executed estoppel certificate to Landlord in accordance with the provisions of Paragraph 30 hereof within the time period provided for such return following Landlord's request for same as provided in Paragraph 30. Upon the occurrence of any of the aforesaid events of default, without notice or demand of Tenant in any of such eventsinstance, the Lessee shall be in default and the Lessor Landlord shall have the option to do pursue any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may have.following remedies:

Default and Remedies. If: If Tenant shall default in the payment of Monthly Rent or Additional Rent hereunder when due and such default shall remain uncured for more than ten (a10) days after written notice from Landlord of such default (provided Landlord shall only be obligated to provide such notice one time during any twelve (12) month period during the Lessee fails Lease Term and thereafter a default shall occur if any sum is not paid when due without notice); or if Tenant shall fail to comply with cure any termdefault of Tenant of any obligation set forth in this Lease other than such nonpayment of Monthly Rent or Additional Rent and satisfaction or bonding of liens within thirty (30) calendar days after written notice thereof from Landlord but if such default is not susceptible to cure within such thirty (30) day period, provisionTenant shall not be in default if Tenant promptly commences such cure and diligently and continuously pursues the cure to completion within an additional sixty (60) days; or if Tenant shall permit any liens to remain unbonded or otherwise outstanding of record against the Demised Premises for a period of more than ten (10) days after the filing thereof; or if Tenant is adjudicated bankrupt or a permanent receiver is appointed for Tenant’s property; or if, conditionTenant takes advantage of any debtor relief proceedings under any present or future law whereby any rental hereunder is, or covenant of this Agreementis proposed to be, reduced or payment thereof deferred; (b) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee if Tenant makes an assignment for the benefit of creditors; or if Tenant’s effects should be levied upon or attached under process against Tenant, not satisfied or dissolved or stayed by bond within ten (f10) a receiver is appointed for the Lessee or any of the assets of the Lessee, days after written notice from Landlord to Tenant to obtain satisfaction thereof; then and in any of such eventsevent, the Lessee shall be in default and the Lessor Landlord, at Landlord’s option, shall have the option to do any one or more of the following: right at once either (ia) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a Lease by written notice to Tenant, whereupon this Lease shall end and Landlord shall be entitled to pursue and recover all damages provided by Georgia law to Landlord upon the occurrence of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition or (b) to enter upon the Demised Premises, as Tenant’s agent and without terminating this Lease, and attempt to relet the Demised Premises at the best price obtainable by reasonable effort and Tenant shall be liable to Landlord for, and shall pay to Landlord monthly, any other remedy it may havedeficiency between the amount of Monthly Rent and Additional Rent payable by Tenant hereunder and the price obtained by Landlord on reletting.

Default and Remedies. If: In case Lessee shall default in the performance of any covenant or agreement herein contained and such default shall continue for thirty (30) days after receipt by Lessee of written notice thereof by Lessor, then Lessor at its option may declare this Lease terminated and may re-enter the leased premises with due process of law and remove all persons therefrom; provided however, that if the default is (1) non-payment of any rent obligation, (2) a health hazard, or (3) physical damage to the premises, then the written notice period shall just be seven (7) days rather than thirty (30) days. The exercise by Lessor of the right of re-entry shall not be a bar to, or prejudice in any way, any other legal remedies available to Lessor. If Lessor shall commit a substantial default in a performance of any covenant or agreement herein contained and such default shall continue for ten (10) days after receipt by Lessor of written notice given by Lessee, then no rent shall be paid or become payable under this Lease for such time as such default shall continue after the expiration of said 10-day period. Notwithstanding any other provisions contained in this Lease, in the event (a) the Lessee fails to comply with any term, provision, conditionor its successors or assignees shall become insolvent or bankrupt, or covenant of if it or their interests under this Agreement; Lease shall be levied upon or sold under execution or other legal process, or (b) the Lessee deserts depository institution then operating on the leased premises is closed, or vacates is taken over by any depository institution supervisory authority ("Authority"), Lessor may, in either such event, terminate this Lease only with the Premisesconcurrence of any Receiver or Liquidator appointed by such Authority; (c) any petition provided, that in the event this Lease is filed terminated by the Receiver or against Liquidator, the Lessee under any section maximum claim of Lessor for rent, damages, or chapter indemnity for injury resulting from the termination, rejection, or abandonment of the Federal Bankruptcy Act, as amended, or under any similar unexpired Lease shall by law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall no event be in default an amount exceeding an amount equal to all accrued and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) unpaid rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment date of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may have.

Default and Remedies. If: (a) If an Event of Default occurs, then in each such case the Lessee fails Secured Party may declare the Obligations to comply with be due and payable immediately, by a notice in writing to the Company, and upon any termsuch declaration, provisionthe Obligations shall become immediately due and payable; provided, conditionhowever, or covenant of this Agreement; (b) that the Lessee deserts or vacates Obligations shall become immediately due and payable without the Premises; (c) any petition is filed by or against the Lessee under any section or chapter requirement of the Federal Bankruptcy Act, giving of any notice upon an Event of Default occurring as amended, or under any similar law or statute the result of the United States Company being dissolved or liquidated (or any state thereofjudgment, order or decree therefor shall be entered); (d) or if a creditors’ committee shall have been appointed for the Lessee becomes insolvent business of the Company; or makes if the Company shall have made a transfer in fraud of creditors; (e) the Lessee makes an general assignment for the benefit of creditorscreditors or shall have been adjudicated bankrupt and if not an adjudication based on a filing by the Company, it shall not have been dismissed within thirty (30) days, or shall have filed a voluntary petition in bankruptcy or for reorganization or to effect a plan or arrangement with creditors or shall fail to pay its debts generally as such debts become due in the ordinary course of business (except as contested in good faith and for which adequate reserves are made in such party’s financial statements); or (f) shall file an answer to a creditor’s petition or other petition filed against it, admitting the material allegations thereof for an adjudication in bankruptcy or for reorganization; or shall have applied for or permitted the appointment of a receiver is or trustee or custodian for any of its property or assets; or such receiver, trustee or custodian shall have been appointed for any of its property or assets (otherwise than upon application or consent of the Lessee Company) and shall not have been removed within thirty (30) days; or if an order shall be entered approving any petition for reorganization of the Company and shall not have been reversed or dismissed within thirty (30) days; or if the Company shall take any action (corporate or other) authorizing or in furtherance any of the assets of the Lessee, then actions described above in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may havesubsection.

Default and Remedies. IfThe occurrence of any one or more of the following events shall constitute a default and breach of this Lease by Tenant: (a) the Lessee fails failure to comply with pay any term, provision, condition, rental or covenant other payment required hereunder to or on behalf of this AgreementLandlord where such default shall continue for a period of ten (10) days after written notice thereof from Landlord to Tenant; (b) the Lessee deserts failure to perform any of Tenant’s agreements or vacates obligations hereunder (exclusive of a default in the Premisespayment of money) where such default shall continue for a period of thirty (30) days after written notice thereof from Landlord to Tenant (provided that if the nature of Tenant’s obligation is such that more than thirty (30) days are required for performance, then Tenant shall not be deemed in default if Tenant commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion); (c) any petition is filed the making by or against the Lessee under any section or chapter Tenant of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an general assignment for the benefit of creditors; (d) the filing by Tenant of a voluntary petition in bankruptcy or the adjudication of Tenant as a bankrupt; (e) the filing by any creditor of Tenant of an involuntary petition in bankruptcy which is not dismissed within sixty (60) days after filing; or (f) a receiver is appointed for the Lessee attachment, execution or any other judicial seizure of all or substantially all of the assets of Tenant or Tenant’s leasehold where such an attachment, execution or seizure is not discharged within sixty (60) days. In the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment event of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such relettingdefault or breach by Tenant, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor Landlord may at any time thereafter, without further notice or demand, rectify or cure such default, and any sums reasonably expended by Landlord for such purposes shall be paid by Tenant to Landlord upon demand and as additional rental hereunder. In the event of any such default or breach by Tenant, Landlord shall have the right to continue the Lease in full force and effect and enforce all of its rights and remedies under this Lease, including the right to recover the rental as it becomes due under this Lease in accordance with the provisions of California Civil Code Section 1951.4 or other applicable Law, or Landlord shall have the right at any time thereafter to elect to terminate said Lease and Tenant’s right to possession thereunder. Upon such termination, Landlord shall have the right to recover from Tenant California statutory remedies, including without limitation, those set forth in California Civil Code Section 1951.2 . Such efforts as Landlord may make to mitigate the damages caused by Tenant’s breach of this Lease shall not constitute a waiver of Landlord’s right to recover damages against Tenant hereunder, nor shall anything herein contained affect Landlord’s right to indemnification against Tenant for any liability arising prior to the termination of this Lease for personal injuries or property damage. Notwithstanding any of the foregoing, the breach of this Lease by Tenant, or an abandonment of the Premises by Tenant, shall not constitute a termination of this Lease, or of Tenant’s right of possession hereunder, unless and until Landlord elects to do so in writing, and until such time Landlord shall have the right to enforce all of its rights and remedies under this Lease, including the right to recover rent, and all other payments to be made by Tenant hereunder, as they become due. Failure of Landlord to terminate this Agreement Lease shall not prevent Landlord from later terminating this Lease or constitute a waiver of Landlord’s right to do so. The parties hereto agree that acts of maintenance or preservation or efforts to release the Premises, or the appointment of a receiver upon the initiative of the Landlord to protect its interests under this Lease shall not constitute a termination of Tenant’s right of possession for the purposes of this Section unless accompanied by reason a written notice from Landlord to Tenant of Landlord’s election to so terminate. Acceptance of rental hereunder shall not be deemed a waiver of any defaultdefault or a waiver of any of Landlord’s remedies. All of Landlord’s rights and remedies shall be cumulative and not exclusive, and in addition to any other remedy it may haverights or remedies expressly set forth herein, Landlord shall have all rights and remedies available to Landlord at law or in equity .

Default and Remedies. If: (a) the If Lessee fails to comply with pay any termRent, provisionTaxes, conditionAdditional Charges or other amount that Lessee is required to pay under this Lease within ten (10) days after the same is due and payable, or covenant if Lessee fails to observe, keep or perform any other provision of this Agreement; (b) the Lessee deserts Lease required to be observed, kept or vacates the Premises; (c) any petition is filed performed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option right to do exercise any one or more of the followingfollowing remedies: (ia) declare the entire amount of Rent, Taxes and Additional Charges hereunder for the remainder of the Term immediately due and payable without notice or demand to Lessee; (b) xxx for and recover all Rents, Taxes, Additional Charges and other payments, then accrued or thereafter accruing; (c) enter the Premises either with Premises, without being liable for trespass, and take possession of the Equipment, without demand or notice, wherever same may be located, without any court order or other process of law; Lessee hereby waives any and all damages and claims occasioned by such taking of possession; (d) terminate this Lease; and (e) pursue any other remedy at law and to expelor in equity. Notwithstanding any termination, remove and put out the Lessee repossession or any other persons thereonaction which Lessor may take, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting Lessee shall be applied in order as follows: to and remain liable for the payment full performance of any indebtedness from all obligations on the part of the Lessee to the Lessor other than Rent due; to the payment be performed under this Lease. All of any costs and expenses of such reletting, including, but not limited to, attorneyLessor's fees, advertising feesremedies are cumulative, and brokerage feesmay be exercised concurrently or separately. Lessee’s obligations to pay Rent, Taxes and to Additional Charges shall survive the expiration or termination of this Lease. Lessor may charge interest at the rate of 1.5% per month on any Rent, Taxes or Additional Charges that are not paid within ten (10) days after the date on which such payment of any repairswas due. Lessee shall also pay Lessor’s reasonable attorney’s fees and court costs incurred in collecting Rent, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent Additional Charges or other amounts due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor Lease and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate in enforcing its remedies under this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may haveLease.

Default and Remedies. If: (a) An Event of Default shall be deemed to have occurred hereunder and FGI may immediately exercise its rights and remedies with respect to the Lessee fails to comply with any term, provision, condition, or covenant of Collateral under this Agreement; (b) , at law, in equity, under statute and otherwise, upon the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter happening of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (a) Seller shall fail to pay as and when due any amount owed to FGI, unless such failure is due to an administrative or technical error or banking system disruption affecting the transfer of funds, which error is remedied within 3 business days; (b) (i) enter the Premises either with commencement of any action for the dissolution, winding up or without process liquidation of law and Seller, or the commencement of any proceeding to expelavoid any transaction entered into by Seller, remove and put out or the Lessee commencement of any case or proceeding for reorganization or liquidation of Seller or Seller’s debts under any federal, provincial, state or other bankruptcy or insolvency legislation or any other persons thereonlegislation, together now or hereafter enacted, for the relief of debtors, whether instituted by or against Seller; provided, however, that Seller shall have thirty (30) days to obtain the dismissal or discharge of involuntary proceedings filed against it, provided further that such grace period will cease to apply if (x) an order, decree or judgment is granted or entered thereunder (whether or not entered or subject to appeal) against or with all personal property; respect to Seller in the interim or (y) Seller files an answer admitting the material allegations of a petition or other material filed against it in any such proceeding, (ii) terminate this Agreement; Seller makes or proposes in writing an assignment for the benefit of creditors generally, offers a composition or extension to creditors, or makes or sends notice of an intended bulk sale of any business or assets now or hereafter owned or conducted by Seller, (iii) rent said Premises the appointment of a receiver, receiver and manager, liquidator, custodian, trustee or similar official or fiduciary for Seller or for Seller’s property, or (iv) any other Insolvency Proceeding is instituted by or against Seller; provided, however, that Seller shall have thirty (30) days to obtain the dismissal or discharge of involuntary proceedings filed against it, provided further that such grace period will cease to apply if (x) an order, decree or judgment is granted or entered thereunder (whether or not entered or subject to appeal) against or with respect to Seller in the interim or (y) Seller files an answer admitting the material allegations of a petition or other material filed against it in any such proceeding; (c) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due; (d) any lien, garnishment, attachment or the like shall be issued against or shall attach to the Purchased Accounts, their Related Rights, the Collateral or any part portion thereof and the same is not released within ten (10) days; (e) Seller suffers the entry against it for a final judgment for the payment of money in excess of $50,000 (or the equivalent thereof in any currency), 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 term period and a stay of execution pending such appeal is obtained; (f) Seller shall breach any covenant, other obligation, warranty or terms representation set forth herein and such breach continues for fifteen (15) days or any such warranty or representation shall be untrue when made; (g) 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 FGI is not true and correct in any material respect when so furnished; (h) Seller shall have a federal, provincial, state or other tax lien filed against any of its properties, or shall fail to pay any federal, provincial, state or other tax when due, or shall fail to file any federal, provincial, state or other tax form as and when due; (i) an Event of Default or Default has occurred or is continuing under the Canadian SASA; or (j) a material adverse change shall have occurred in Seller’s financial condition, business, operations or prospects. Upon the occurrence of an Event of Default, all obligations owing to FGI (including the Obligations) shall become immediately due and payable at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of FGI (provided, that, upon the Lessoroccurrence of an Event of Default under clause (b) above, rents received by the Lessor from all such reletting amounts shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent become immediately due and payable hereunder without further notice or demand) and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency FGI shall be calculated and collected entitled to all rights it has by the Lessor on law as a monthly basis. No such re-entry or taking possession of said Premises shall be construed secured creditor, including as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any form of equitable relief that may be appropriately obtained through legal process without having to establish any inadequate remedy at law or other remedy it may havegrounds other than to establish that its Collateral is subject to being improperly used, moved, dissipated or withheld from FGI. All post-judgment interest shall bear interest at the greater of the contract rate and 18% per annum.

Default and Remedies. If: (a) the Lessee fails to comply with any term, provision, condition, or covenant It shall be an event of this Agreement; (b) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee default hereunder if ILX shall be in default of its material obligations or covenants owing to Mishkin under the Note, and such default continues for a thirty (30) calendar day period following the Lessor shall have date of written notice of default. After such thirty (30) day period, Mishkin is entitled to foreclose the Security Interest granted herein by sale, assignment, transfer and delivery of the whole or any part of the Collateral Security or any rights or interests therein or pertaining thereto, either at public or private sale, with or without advertisement or notice of sale, or in any other manner, at such price or prices as Mishkin may deem best, either for cash or credit or for future delivery at the option of Mishkin, as to do any one or more of the following: which, (i) enter in the Premises either with event of any private sale, Mishkin is hereby relieved from any liability or without process claim for inadequacy of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal propertyprice; (ii) terminate this Agreementat any sale (public or private), Mishkin may itself purchase the whole or any part of the Collateral Security or interest therein being sold; and (iii) rent said Premises if any sale be made on credit or for future delivery, the Collateral Security so sold may be retained by Mishkin until the selling price is paid by the purchaser without any liability on the part of Mishkin in the event of failure of the purchaser to take up and pay for the Collateral Security sold and with the right of Mishkin to sell the Collateral Security again in the event of a default by purchaser. All transfers of the Collateral Security shall be subject to the governing documents of LAP. During such time as a default is continuing, and prior to any transfer or foreclosure hereunder, Mishkin shall be entitled to vote the limited partnership interest representing the Collateral Security on any matter presented to the limited partners of LAP for a vote. In the event of any sale of the Collateral Security or any part thereof for such term pursuant to this paragraph, Mishkin shall apply the net proceeds of the sale or terms sales first to payment of all costs, expenses, fees and at such terms and conditions as the Lessor charges, including attorneys' fees, incurred by Mishkin in its sole discretion may deem advisable, connection with the right to repaircollection, renovatesale, remodeldelivery or preservation of the Collateral Security or on account of ILX's default, redecorate, alterwhich sums also shall be deemed secured by the Collateral Security, and change said Premisesnext to all interest owing by ILX to Mishkin under the Note, and then to all unpaid principal owing under the Note. At In the option event there be any surplus after payment and satisfaction of the Lessorsuch amounts, rents received by the Lessor from such reletting surplus shall be applied in subject to order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may haveILX.

Default and Remedies. IfIf at any time during the term of this Lease: (a) Lessee shall vacate said Premises or shall default in the Lessee fails to comply with payment of rent or in the observance or performance of any term, provision, condition, other covenants or covenant provisions of this AgreementLease, and such default continues for ten (10) days after notice of such default from Lessor (excepting, however, any such default which cannot be cured within said ten (10) days in which lessee shall in good faith and with due diligence be proceeding to cure); or (b) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes shall make an assignment for the benefit of creditors; or (fc) a voluntary or involuntary petition is filed by or against Lessee for the purpose of adjudication of Lessee in bankruptcy or for the extension of time payment, composi tion, arrangement, adjustment, modification, settlement or satisfaction of the liabili ties of Lessee, or for the reorganization of Lessee under the Bankruptcy Act or any future law having the same general purpose; or a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any the occurrence of such events, the Lessee events shall be in default and the Lessor shall have the option to do any one or more a breach of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said PremisesLease. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any defaultits option, in addition to any of the other remedy remedies available to it, is authorized to re-enter said Premises to eject the Lessee and to take full possession of said Premises, to terminate this Lease at its option, and to lease said Premises as it shall deem best in an effort to mitigate damages and costs to Lessor hereunder, to remove from said Premises all personal property of the Lessee, and to store the same to the account and at the expense and risk of the Lessee, and to sell said property or any part thereof, and out of the proceeds, to pay all expenses of so removing, storing and selling the same, and all sums which shall then be in arrears or past due for rent; and that no such act or acts of the Lessor shall be construed as cancellation of this lease or waiver of the right of the Lessor to collect rent hereunder (less any rental received from any other party) for the remainder of said term except said exercise of their option to terminate the same, and that in case the Lessor shall determine that any action or proceeding at law or otherwise is necessary to enforce the terms and conditions hereof, the Lessee agrees that a reasonable attorney's fee and the necessary costs and disbursements thereof may havebe allowed and taxed against it.

Default and Remedies. If: (a) the Lessee fails to comply with any term, provision, condition, or covenant of this Agreement; (b) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee Buyer shall be in default under this Security Agreement if it fails to pay the purchase price for the purchased goods in accordance with the applicable payment terms. Upon the occurrence of an event of default hereunder, and at any time thereafter, Seller may exercise, without further notice, all rights and remedies of a secured party under the Lessor shall have Uniform Commercial Code of any applicable jurisdiction. In addition, Seller may exercise the option following rights and remedies to do any one the extent permitted by law, with or more without judicial process or the aid and assistance of the followingothers: (i) enter upon any premises on which any of the Premises either with purchased goods may be located and, without resistance or without process interference by Buyer, take possession of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal propertypurchased goods; (ii) terminate this Agreementrequire Buyer, at Buyer's expense, to assemble and make available to Seller any part or all of the purchased goods at any place and time designated by Seller and reasonably convenient to both parties; and (iii) rent said Premises sell, resell, lease, assign and deliver, grant options to purchase or otherwise dispose of any part or all of the purchased goods in their then-existing condition or following any commercially reasonable preparation or processing, at public or private sale(s), or by contract(s), in one or more parcels, for cash and/or credit, upon such terms, at such places and times and to such persons as Seller deems best, all without demand or notice of any kind to Buyer or any part thereof for such term other person, except that, where an applicable statute requires reasonable notice of sale or terms other disposition, Buyer hereby agrees that the giving of five (5) days' written notice shall be deemed reasonable notice. The rights, powers and at such remedies given to Seller by this Security Agreement shall be in addition to all rights, powers and remedies given Seller by virtue of any statute, rule of law or any of the other terms and conditions as the Lessor set forth herein. Any forbearance, failure, or delay by Seller in its sole discretion may deem advisableexercising any right, with the right power or remedy under this Security Agreement shall not be deemed to repairbe a waiver of such right, renovate, remodel, redecorate, alterpower or remedy, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment any single or partial exercise of any indebtedness from the Lessee right, power or remedy under this Security Agreement shall not be deemed to the Lessor other than Rent due; to the payment be a wavier of such right, power or remedy, and any single or partial exercise of any costs and expenses of such relettingright, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee power or remedy under this AgreementSecurity Agreement shall not preclude the further exercise thereof; and every right, the Lessee power and remedy of Seller shall pay any continue in full force and effect until such deficiency to the Lessor and such deficiency shall be calculated and collected right, power or remedy is specifically waived by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement instrument in writing executed by reason of any default, in addition to any other remedy it may haveSeller.

Default and Remedies. IfIf any of the following shall occur: Tenant fails, for any reason, to make any payment of Rent as and when the same is due to be paid hereunder and such default continues for five (a5) days after such payment was due, whether or not notice is given to Tenant; Tenant fails, for any reason, to observe or perform any obligation of Tenant pursuant to this Lease other than the Lessee fails to comply with payment of any termRent, provision, conditionand such default continues for fifteen (15) days in the event that third parties are affected; otherwise thirty (30) days, or covenant such shorter period in the event of this Agreementan emergency as expressly provided herein, or in case there is no emergency, such longer period as is necessary to cure such default, after notice thereof to Tenant; (b) any of Landlord's insurance policies on the Lessee deserts Project are actually or vacates threatened to be cancelled or adversely changed as a result of any use of or contents in the Premises; (c) Tenant shall purport to make a Transfer affecting the Premises, or the Premises shall be used by any petition is filed by person or against the Lessee under for any section purpose, other than in compliance with this Lease; Tenant or chapter any other occupant of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee Premises makes an assignment for the benefit of creditors generally or becomes bankrupt or insolvent or takes the benefit of any statute for bankrupt or insolvent debtors or makes any proposal or arrangement with creditors, or Tenant makes any sale in bulk of any property on the Premises (other than in conjunction with a Transfer approved in writing by Landlord and made pursuant to all applicable legislation), or steps are taken for the winding up or other termination of Tenant's existence or liquidation of its assets; a trustee, receiver, receiver-manager, or (f) a receiver similar person is appointed for the Lessee or any in respect of the assets or business of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee Tenant or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option occupant of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; Tenant attempts to or does abandon the payment Premises, or if the Premises are vacant or unoccupied for a period of five (5) consecutive days or more without the prior written consent of Landlord; this Lease or any other property of Tenant in the Premises is at any time seized or taken in execution which remains unsatisfied for a period of five (5) days or more; termination or re-entry by Landlord is permitted under any provision of this Lease or at law; then the then current and the next three (3) months' Rent and additional Rent shall be forthwith due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may have.rights or remedies to which Landlord is entitled hereunder or at law, Landlord shall have the following rights and remedies, which are cumulative and not alternative, namely:

Default and Remedies. IfIn the event: (a) the Lessee LESSEE fails to comply with any term, provision, condition, or covenant of this Agreementlease; (b) the Lessee LESSEE deserts or vacates the Premisespremises; (c) any petition is filed by or against the Lessee LESSEE under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; , (d) the Lessee LESSEE becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee LESSEE makes an any assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee LESSEE or any of the assets of the LesseeLESSEE, then in any of such events, the Lessee events LESSEE shall be in default and the Lessor and, LESSOR shall have the option to do any one or more of the following: following upon ten (i10) days prior written notice, excepting the payment of rent or additional rent for which no demand or notice shall be necessary, in addition to and not in limitation of any other remedy permitted by law; to enter upon the Premises premises or any part thereof either with or without process of law law, and to expel, remove and put out the Lessee LESSEE or any other persons who might be thereon, together with all personal propertyproperty found therein; (ii) and, LESSOR may terminate this Agreement; (iii) lease or it may from time to time, without terminating this lease, rent said Premises premises or any part thereof for such term or terms (which may be for a term extending beyond the term of this lease) and at such rental or rentals and upon such other terms and conditions as the Lessor LESSOR in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premisespremises. At the option of the LessorLESSOR, rents received by the Lessor LESSOR from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee LESSEE to the Lessor LESSOR other than Rent duerent and additional rent due hereunder; second, to the payment of any costs and expenses of such reletting, including, including but not limited to, to attorney's fees, advertising fees, and brokerage fees, alterations and changes in the premises; third, to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent rent and additional Rent rent due and payable hereunder and interest thereon; and, and if after applying said rentals there is any deficiency in the Rent rent and additional rent and interest to be paid by the Lessee LESSEE under this Agreementlease, the Lessee LESSEE shall pay any such deficiency to the Lessor LESSOR and such deficiency shall be calculated and collected by the Lessor on a monthly basisLESSOR monthly. No such re-entry or taking possession of said Premises premises shall be construed as an election on the Lessorof LESSOR's part to terminate this Agreement lease unless a written notice of such intention is be given to the LesseeLESSEE. Notwithstanding any such reletting without termination, the Lessor may LESSOR may, at any time thereafter elect to terminate this lease for such previous breach and default. Should LESSOR at any time terminate this Agreement lease by reason of any default, default in addition to any other remedy it may have., it may recover from LESSEE the worth at the time of such termination of the excess of the amount of rent and additional rent reserved in this lease for the balance of the term hereof over the then reasonable rental value of the premises for the same period LESSOR shall have the right and remedy to seek redress in the courts at any time to correct or remedy any default of LESSEE by injunction or otherwise, without such resulting or being deemed a termination of this lease, and LESSOR, whether this lease has been or is terminated or not, shall have the absolute right by court action or otherwise to collect any and all amounts of unpaid rent or unpaid additional rent reserved in this lease for the balance or the term hereof over the then reasonable rental value of the premises for the same period LESSOR shall have the right and remedy to seek redress in the courts at any time to correct or remedy any default of LESSEE by injunction or otherwise, without such resulting or being deemed a termination or not, shall have the absolute right by court action or otherwise to collect any and all amounts or unpaid rent or unpaid additional rent or any other sums due from LESSEE to LESSOR under this lease which were or are unpaid at the date of termination. In case it should be necessary for LESSOR to bring any action under this lease, to consult or place said lease or any amount payable by LESSEE hereunder with an attorney concerning or for the enforcement of any LESSOR'S rights hereunder, the LESSEE agrees in each and any such case to pay to LESSOR, LESSOR'S reasonable attorney's fees,

Default and Remedies. If: (a) An Event of Default shall be deemed to have occurred hereunder and Factor may immediately exercise its rights and remedies with respect to the Lessee fails to comply with any term, provision, condition, or covenant of Purchased Accounts and the Collateral under this Agreement; (b) , upon the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter happening of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (ia) enter Seller shall fail to pay as and when due any amount owed to Factor; (b) There shall be commenced by or against Seller any voluntary or involuntary case under the Premises either with or without process of law and to expelFederal Bankruptcy Code, remove and put out the Lessee or any other persons thereonassignment for the benefit of creditors, together with all personal propertyor appointment of a receiver or custodian; (iic) terminate this AgreementSeller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due; (iiid) rent said Premises Any involuntary lien, garnishment, attachment or the like shall be issued against or shall attach to the Purchased Accounts, the Collateral or any part portion thereof and the same is not released within ten (10) days; (e) Seller suffers the entry against it for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to a final judgment for the payment of money in 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; (f) Seller shall breach any indebtedness from the Lessee covenant, warranty or representation set forth herein or same shall be untrue when made; (g) 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 the Lessor other than Rent Factor is not true and correct in any material respect; (h) 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; or (i) A material adverse change shall have occurred in Seller's financial conditions, business or operations. Upon an Event of Default, all obligations due Factor shall become immediately due and owing and Factor shall be entitled to equitable relief without having to establish no adequate remedy at law or other grounds except that its collateral is subject to being dissipated or is otherwise not being made available to Factor. In the payment of any costs and expenses of such relettingevent Factor deems it necessary to seek equitable relief, including, but not limited to, injunctive or receivership remedies, as a result of an 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 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 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 feesfees or costs, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; event any equitable relief sought by and awarded to Factor is thereafter, for whatever reason(s), vacated, dissolved or reversed. All post-judgment interest shall bear interest at either the payment of Rent and additional Rent due and payable hereunder and interest thereon; andcontract rate, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to 18% per annum or such higher rate as may be paid allowed by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may havelaw.

Default and Remedies. If: In the event that (ai) any of the Lessee fails to comply with any term, provision, condition, or covenant of this Agreementevents described in SECTION 18.1 above shall occur; (bii) the Lessee deserts Tenant abandons or vacates the Premises; (ciii) Tenant fails to pay any petition is filed by or against Rent payable hereunder when and as the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; same becomes due and payable and such failure shall continue for more than five (d5) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditorsdays; or (fiv) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option Tenant fails to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or perform any other persons thereonterm, together covenant or condition of this Lease and such failure continues for more than thirty (30) days after receiving notice thereof from Landlord, or, if such default cannot reasonably be cured within said thirty (30) day period, fails to commence to cure such default with all personal propertydue diligence and dispatch within said thirty (30) day period, or having commenced such cure, shall fail to diligently prosecute such cure to completion; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any defaultthen Landlord, in addition to any other remedy it rights and remedies of Landlord at law or in equity, shall have the right to terminate Tenant's right to possession of the Premises and either terminate this Lease or have this Lease continue in full force and effect. Should Landlord elect to terminate Tenant's right to possession of the Premises, then Landlord shall have the right of entry and may have.remove all persons and property from the Premises, subject to applicable law. Such property so removed may be stored in a public warehouse or elsewhere at the cost and for the account of Tenant. Upon such termination, Landlord, in addition to any other rights and remedies provided by law, shall be entitled to recover from Tenant (i) all delinquent Rent, together with interest and late charges; and (ii) all costs and expenses of recovering possession, in restoring the Premises to good order and condition, or in remodeling, renovating, or preparing the Premises for reletting; (iii) all costs of reletting, including broker's commissions; (iv) the worth at the time of award of the amount by which the unpaid Rent for the balance of the term hereof after the time of award exceeds the amount of such Rent loss that the Tenant proves could be reasonably avoided; and (v) all other damages caused by Tenant's default. The worth at the time of award of the amount referred to in this subparagraph shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%). As used herein, the term "

Default and Remedies. IfAn event of default shall occur if: (a) the any rental Payment or any other amount owed by Lessee fails to comply with any term, provision, condition, or covenant of this AgreementLessor hereunder is not paid promptly when due; (b) the Lessee deserts breaches any warranty or vacates the Premises; provision hereof, (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Actceases to do business as a going concern, as amendedbecomes insolvent, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors, admits in writing its inability to pay its debts as they become due, or takes advantage of any law for the relief of debtors; (d) any property of Lessee is attached; (e) a petition in bankruptcy or for an arrangement, reorganization, composition, liquidation, dissolution or similar relief is filed by or against Lessee under any present or future statute, law or regulation; (f) Lessee or its shareholders take any action looking to its dissolution or liquidation; (g) a trustee or receiver is appointed for Lessee or for any substantial part of its property; (h) if there shall occur an (i) appropriation, (ii) confiscation, (iii) retention, or (iv) seizure of control, custody or possession of the Equipment by any governmental authority including, without limitation, any municipal, state, federal or other governmental entity or any governmental agency or instrumentality (all such entities, agencies and instrumentalities shall hereinafter be collectively referred to as "Governmental Authority"); or (i) if anyone in the control, custody or possession of the Equipment or the Lessee is accused or alleged or charged (whether or not subsequently arraigned, indicted or convicted) by any Governmental Authority to have used the Equipment in connection with the commission of any crime (other than a misdemeanor moving violation). Upon the assets occurrence of the Lessee, then in any an event of such events, the default Lessee shall be in default hereunder and Lessor may, at its option, with or without notice to Lessee (a) declare all sums due and to become due hereunder and all other sums then owing by Lessee to Lessor to be immediately due and payable; (b) proceed by appropriate court action or actions or other proceedings either at law or in equity to enforce performance by Lessee of any and all provisions of this Lease and to recover the damages for the breach thereof; (c) require Lessee to assemble the Equipment and deliver same forthwith to Lessor shall have the option at Lessee's expense at such place as Lessor may designate which is reasonably convenient to do any both parties; (d) exercise one or more of the following: (i) enter rights and remedies available to a secured party under the Premises either with Uniform Commercial Code, whether or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal propertynot this transaction is subject thereto; (iie) terminate this Agreement; (iii) rent said Premises enter, or its agents may enter, without notice or liability or legal process, into any premises where the Equipment may be, or is believed by lessor to be, and repossess all or any part thereof thereof, disconnecting and separating the same from any other property and using all force necessary and permitted by applicable law, Lessee hereby expressly waiving all further rights to possession of the Equipment after default and all claims for injuries suffered through or loss caused by such term repossession; and/or (f) apply any security deposit or terms other amounts held by Lessor to any indebtedness of Lessee to Lessor. In addition, Lessee agrees to pay, to Lessor, as liquidated damages for loss of the bargain and at such terms not as a penalty, (1) the Stipulated Loss Value plus (2) all expenses of retaking, holding, preparing for sale, selling and conditions as the Lessor in its sole discretion may deem advisablelike, with including reasonable attorneys' fees and other legal expenses, less (3) any amount actually received by lessor from the re-lease, sale or other disposition of the Equipment. Lessee hereby waives any right to repairtrial by jury in any proceeding arising out of this Lease. Nothing herein contained will require Lessor to re-lease, renovate, remodel, redecorate, alter, and change said Premises. At the option sell or otherwise dispose of the Lessor, rents received by the Equipment. No remedy of Lessor from such reletting hereunder shall be applied in order as follows: to the payment exclusive of any indebtedness from the Lessee other remedy herein or provide by law, but each shall be cumulative and in addition to the Lessor every other than Rent due; to the payment remedy. A waiver of a default shall not be a waiver of any costs and expenses of such relettingother or a subsequent default. If allowed by law, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to "the payment reasonable fees for attorneys" retained by Lessor shall include the amount of any repairsflat fee, renovationretainer, remodeling, redecorations, alterations, and changes contingent fee or the hourly charges of any attorney retained by lessor in enforcing any of Lessor's rights hereunder or in the Premises; prosecution or defense of any litigation related to this Agreement or the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency transactions contemplated by this Agreement. All notices to Lessee relating hereto will be considered received when delivered in person or mailed to Lessee at the Rent and additional rent and interest to be paid by the Lessee under address set forth in this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement later address designated in writing by reason of any default, in addition to any other remedy it may haveLessee.

Default and Remedies. IfIf you or any guarantor: (a) the Lessee fails fail to fully and timely comply with any term, provision, condition, or covenant provision of this AgreementContract or any other agreement with SEI; (b) the Lessee deserts provide any incorrect or vacates the Premisesmisleading information to SEI; (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes become insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an suffer or acquiesce to any assignment for the benefit of creditors; or (fd) a receiver is appointed for the Lessee die or cease conducting business, or if any Item(s) shall be lost, damaged or destroyed, you will be in default, whereupon, SEI may without notice or liability to you or any of guarantor, to the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the followingmaximum extent permitted under applicable law: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or cancel this Contract and/or any other persons thereonagreement between you and SEI (including without limitation, together with all personal propertyany Purchase Option); (ii) terminate this Agreementyour rental; (iii) rent said Premises seek relief from any automatic stay; (iv) recover, lock or disable any part thereof one or more Item(s) without being guilty of trespass, breaking and entering, interference with your rights with respect to such Item(s) (including any right(s) of peaceful and quiet use and possession thereof), or other transgression (for such term or terms which you agree to indemnify, defend and at such terms hold harmless SEI); (v) perform your obligations hereunder on your behalf, without being obligated to do so; (vi) purchase replacement Item(s) as necessary; (vii) recover from you and/or any guarantor (as joint and conditions as the Lessor in its sole discretion may deem advisableseveral obligors) SEI’s associated direct and indirect damages, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses (including without limitation, Rent for the remainder of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this AgreementTerm, the Lessee shall pay full new replacement cost of the subject Item(s), the cost of repair/replacement parts and labor, packing, shipping, assembly, drayage, customs, taxes, insurance and attorneys’ fees); (viii) commence seizure and/or foreclosure proceedings with respect to any such deficiency to the Lessor lien or security interest in favor of SEI; (ix) appear in court and such deficiency confess judgment on your behalf; and/or (x) pursue any other rights and/or remedies available hereunder, at law or in equity (all of which shall be calculated and collected by the Lessor on a monthly basisdeemed cumulative). No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without terminationXXXXXX IRREVOCABLY AUTHORIZES ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR AND CONFESS JUDGMENT AGAINST LESSEE UPON ANY DEFAULT OR BREACH BY LESSEE OF ANY OBLIGATION UNDER THIS LEASE OR ANY OTHER AGREEMENT WITH SEI, the Lessor may at any time terminate this Agreement by reason of any defaultOR WITH RESPECT TO ANY OTHER INDEBTEDNESS DUE FROM LESSEE TO SEI FOR ALL UNPAID RENT AND OTHER AMOUNTS DUE HEREUNDER OR THEREUNDER, in addition to any other remedy it may have.TOGETHER WITH INTEREST ON ALL UNPAID AND OVER DUE AMOUNTS AT THE LESSER OF: (A) 1.5% PER MONTH, OR