Common use of Default Remedies Clause in Contracts

Default Remedies. Any one of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: (i) failure by the Maker to make any payment of principal or interest when the same becomes due and payable, said failure continuing for thirty (30) days or more; or (ii) if Maker shall fail to pay its debts, make an assignment for the benefit of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equity.

Default Remedies. Any one A "Default" shall exist if any of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: occurs and is not remedied (i) in the case of events described in clause (a) below, within 15 days after notice from the Lender to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure by of the Maker Company punctually to make any payment of principal any amount payable under the Note, whether at maturity, or interest when at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the same becomes due Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and payable, said failure continuing for thirty fully to comply with any of its covenants in this Agreement; (30) days or more; or (iid) if Maker shall fail to pay its debts, make the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its creditorsassets or seeking the appointment of a trustee, interim trustee, receiver, or shall commit an act other custodian for any of bankruptcyits property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or shall admit in writing extension of any of its inability debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they become duemature; (e) the Company is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have a material adverse effect upon the Company; or (f) a sale of all or substantially all of the assets of the Company unless waived in writing by the Lender. Upon the occurrence of a Default, the Lender shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under be entitled to declare any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined the amounts owed by the Company under the Federal Bankruptcy CodeNote due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice protest of any kind to (all of which are expressly waived by the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existingCompany), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equity.

Default Remedies. Any one A "Default" shall exist if any of the ----------------- following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: occurs and is not remedied (i) in the case of events described in clause (a) below, within 15 days after notice from the Lender to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure by of the Maker Company punctually to make any payment of principal any amount payable under the Note, whether at maturity, or interest when at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the same becomes due Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and payable, said failure continuing for thirty fully to comply with any of its covenants in this Agreement; (30) days or more; or (iid) if Maker shall fail to pay its debts, make the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its creditorsassets or seeking the appointment of a trustee, interim trustee, receiver, or shall commit an act other custodian for any of bankruptcyits property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or shall admit in writing extension of any of its inability debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they become duemature; (e) the Company is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have a material adverse effect upon the Company; or (f) a sale of all or substantially all of the assets of the Company unless waived in writing by the Lender. Upon the occurrence of a Default, the Lender shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under be entitled to declare any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined the amounts owed by the Company under the Federal Bankruptcy CodeNote due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice protest of any kind to (all of which are expressly waived by the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existingCompany), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equity.

Default Remedies. Any one of the The following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" events of default (“Events of Default”) by Lessee under this NoteAgreement: (ia) if Lessee fails to pay when due any rent or other amount due under this Agreement and any such failure by the Maker shall remain unremedied for ten (10) days; (b) if Lessee fails to make perform, keep or observe any payment term, provision or covenant contained in Section 11 of principal this Agreement; (c) if Lessee fails to perform, keep or interest when the same becomes due observe any other term, provision or covenant contained in this Agreement and payable, said any such failure continuing shall remain unremedied for thirty (30) days after written notice thereof is given by Lessor, Servicer or moreany other agent of Lessor to Lessee; (d) any seizure or confiscation of any Vehicle or any other act (iiother than a Casualty Occurrence) otherwise rendering any Vehicle unsuitable for use (as determined by Lessor); (e) if Maker shall fail to pay its debts, make an assignment for the benefit of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute guaranty in favor of Lessor of all or lawany portion of the obligations of Lessee under this Agreement shall at any time for any reason cease to be in full force and effect or shall be declared to be null and void by a court of competent jurisdiction, or if the validity or enforceability of any such guaranty shall file a petition be contested or denied by any guarantor, or if any guarantor shall deny that it, he or she has any further liability or obligation under any chapter of federal Bankruptcy Code such guaranty or if any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or guarantor shall fail to obtain comply with or observe any of the terms, provisions or conditions contained in any such guaranty; (f) the occurrence of a dismissal material adverse change in the financial condition or business of Lessee or any guarantor; or (g) if Lessee or any guarantor is in default under or fails to comply with any other present or future agreement with or in favor of Lessor, The Xxxxxxxx Group, Inc. or any direct or indirect subsidiary of The Xxxxxxxx Group, Inc.. For purposes of this Section 14, the term “guarantor” shall mean any present or future guarantor of all or any portion of the obligations of Lessee under this Agreement. Upon the occurrence of any Event of Default, Lessor, without notice to Lessee, will have the right to exercise concurrently or separately (and without any election of remedies being deemed made), the following remedies: (a) Lessor may demand and receive immediate possession of any or all of the Vehicles from Lessee, without releasing Lessee from its obligations under this Agreement; if Lessee fails to surrender possession of the Vehicles to Lessor on default (or termination or expiration of the Term), Lessor, Servicer, any other agent of Lessor and any of Lessor’s independent contractors shall have the right to enter upon any premises where the Vehicles may be located and to remove and repossess the Vehicles; (b) Lessor may enforce performance by Lessee of its obligations under this Agreement; (c) Lessor may recover damages and expenses sustained by Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns by reason of Lessee's default including, to the extent permitted by applicable law, all costs and expenses, including court costs and reasonable attorneys' fees and expenses, incurred by Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns in attempting or effecting enforcement of Lessor’s rights under this Agreement (whether or not litigation is commenced) and/or in connection with bankruptcy or insolvency proceedings; (d) upon written notice to Lessee, Lessor may terminate Lessee's rights under this Agreement; (e) with respect to each Vehicle, Lessor may recover from Lessee all amounts owed by Lessee under Sections 3(b) and 3(c) of this Agreement (and, if Lessor does not recover possession of a Vehicle, (i) the estimated wholesale value of such case within sixty (60Vehicle for purposes of Section 3(c) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or shall be the subject of an order for relief in such bankruptcy case, or deemed to be adjudged a bankruptcy or insolvent, or $0.00 and (ii) the calculations described in the first two sentences of Section 3(c) shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, be made without giving effect to clause (ii) in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and each such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty sentence); and/or (60f) days of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and Lessor may exercise any and other right or remedy which may be available to Lessor under the Uniform Commercial Code, any other applicable law or in equity. A termination of this Agreement shall occur only upon written notice by Lessor to Lessee. Any termination shall not affect Lessee's obligation to pay all rights and amounts due for periods prior to the effective date of such termination or Lessee's obligation to pay any indemnities under this Agreement. All remedies available of Lessor under this Agreement or at law or in equityequity are cumulative.

Default Remedies. Any one At any time and from time to time following the occurrence of any Event of Default, Lender may accelerate this Note by written notice to Borrower, with the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: (i) failure by the Maker to make any payment of principal or interest when the same becomes Outstanding Balance becoming immediately due and payablepayable in cash at the Mandatory Default Amount. Notwithstanding the foregoing, said failure continuing for thirty upon the occurrence of any Trigger Event described in clauses (30b), (c), (d), (e) days or more; or (iif) if Maker shall fail to pay its debtsof Section 4.1, make an assignment for the benefit of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunder, will be deemed to have occurred and the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option Outstanding Balance as of the Payee hereof date of the occurrence of such Trigger Event shall become immediately and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be automatically due and payable in fullcash at the Mandatory Default Amount, without any written notice required by Lender for the Trigger Event to become an Event of Default. At any time following the occurrence of any Event of Default, upon written notice given by Lender to Borrower, interest shall accrue on the Outstanding Balance beginning on the date the applicable Event of Default occurred at an interest rate equal to the lesser of twenty-two percent (22%) per annum or the maximum rate permitted under applicable law (“Default Interest”). In such eventconnection with acceleration described herein, Payee shall have Lender need not provide, and Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and Lender may exercise immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Lender at law any time prior to payment hereunder and Lender shall have all rights as a holder of the Note until such time, if any, as Lender receives full payment pursuant to this Section 4.4. No such rescission or in equityannulment shall affect any subsequent Trigger Event or Event of Default or impair any right consequent thereon.

Default Remedies. Any one A “Default” shall exist if any of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: occurs and is not remedied (i) in the case of events described in clause (a) below, within 15 days after notice from the Lender to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure by of the Maker Company punctually to make any payment of principal any amount payable under the Notes, whether at maturity, or interest when at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the same becomes due Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and payable, said failure continuing for thirty fully to comply with any of its covenants in this Agreement; (30) days or more; or (iid) if Maker shall fail to pay its debts, make the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its creditorsassets or seeking the appointment of a trustee, interim trustee, receiver, or shall commit an act other custodian for any of bankruptcyits property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or shall admit in writing extension of any of its inability debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they become duemature; (e) the Company is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have a material adverse effect upon the Company; or (f) a sale of all or substantially all of the assets of the Company unless waived in writing by the Lender. Upon the occurrence of a Default, the Lender shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under be entitled to declare any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined the amounts owed by the Company under the Federal Bankruptcy CodeNotes due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice protest of any kind to (all of which are expressly waived by the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existingCompany), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equity.

Default Remedies. Any one Upon the occurrence of an Event of Default, without any presentment, demand, protest, notice of protest and nonpayment, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank may, in its sole and absolute discretion, immediately: (a) terminate or suspend Seller’s right hereunder to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to the power of attorney conferred to Bank by Seller in connection with this Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: (i) failure by remedy after the Maker to make any payment of principal or interest when the same becomes due and payable, said failure continuing for thirty (30) days or more; or (ii) if Maker shall fail to pay its debts, make an assignment for the benefit of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunderspecified in Sections 9.1(e) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind proceeds thereof to the undersigned aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other person Warehouse Document, in such order and amounts determined by Bank; (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may c) exercise any and all its rights and remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding the foregoing, if an Event of Default specified in Sections 9.1(e) or (f) occurs, fees and other sums due hereunder shall become automatically and immediately due and payable, both without any action by Bank and without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate, or any other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contrary.

Default Remedies. Any one A “Default” shall exist if any of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: occurs and is not remedied (i) in the case of events described in clause (a) below, within 15 days after notice from the Lender to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure by of the Maker Company punctually to make any payment of principal any amount payable under the Note, whether at maturity, or interest when at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the same becomes due Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and payable, said failure continuing for thirty fully to comply with any of its covenants in this Agreement; (30) days or more; or (iid) if Maker shall fail to pay its debts, make the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its creditorsassets or seeking the appointment of a trustee, interim trustee, receiver, or shall commit an act other custodian for any of bankruptcyits property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or shall admit in writing extension of any of its inability debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they become duemature; (e) the Company is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have a material adverse effect upon the Company; or (f) a sale of all or substantially all of the assets of the Company unless waived in writing by the Lender. Upon the occurrence of a Default, the Lender shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under be entitled to declare any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined the amounts owed by the Company under the Federal Bankruptcy CodeNote due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice protest of any kind to (all of which are expressly waived by the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existingCompany), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equity.

Default Remedies. Any one Prior to the occurrence of a Default, all collections on the following occurrences Collateral shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: (i) failure be distributed solely as set forth in the Security Agreement and the Collateral may be disposed of by the Maker Initial Lender only as and to make the extent set forth in the Security Agreement. If a Default shall occur and be continuing, the Lender may, notwithstanding any payment other provision of principal this Agreement or interest when any Program Document, instruct the same becomes due and payableCollateral Agent to, said failure continuing for thirty (30) days exercise any right, power or more; remedy permitted to it by law, either by suit in equity or (ii) if Maker shall fail to pay its debts, make an assignment for the benefit of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or by action at law, or both, whether for specific performance of any covenant or agreement contained in the Program Documents or in the Notes or for an injunction against a violation of any of the terms of the Program Documents or such Advance or in aid of any exercise of any power granted to such Lender or to the Collateral Agent in the Program Documents or in such Advance, or may proceed to enforce payment of such Advance or to enforce any other legal or equitable right of the Lender. No remedy herein or in the Security Agreement conferred upon the Lender or the Collateral Agent is intended to be exclusive of any other remedy and each and every remedy shall file a petition under any chapter of federal Bankruptcy Code be cumulative and shall be in addition to every other remedy given hereunder or any similar law, state or federal, now or hereafter existingexisting at law, in equity, by statute or shall become "insolvent" as that term is generally defined under otherwise. No course of dealing on the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter part of the Federal Bankruptcy Code to another chapter, Lender or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its propertyCollateral Agent, or any delay or failure on the part thereofof the Lender or the Collateral Agent to exercise any right or power, shall operate as a waiver of such right or power or otherwise prejudice the rights, powers and remedies of the Lender or the Collateral Agent or of any other Lender or the Collateral Agent. No failure to insist upon strict compliance with any covenant, term, condition or other provision of the Program Documents or the Note shall constitute a waiver by the Lender or the Collateral Agent of any such covenant, term, condition or other provision or of any Default in any proceeding for connection therewith. To the purpose of reorganizationextent effective under applicable law, arrangement, dissolution or liquidationthe Borrower hereby agrees to waive, and such custodiandoes hereby absolutely and irrevocably waive and relinquish, trusteethe benefit and advantage of any valuation, liquidator stay, appraisement, extension or receiver shall not redemption laws now existing or that may hereafter exist that, but for this provision, might be dischargedapplicable to any sale made under any judgment, order or decree of any court, or such jurisdiction shall not be relinquishedotherwise, vacated based on the Advance or stayed within sixty (60) days on any claim for interest and fees in respect of the appointmentAdvance. Upon occurrence of If an Event of Default hereundershall occur, and be continuing, the entire outstanding principal balance Borrower will pay to the Lender or the Collateral Agent, to the extent not prohibited by applicable law and any unpaid interest then accrued under this Notenot paid in accordance with the Security Agreement, such further amount as shall at be sufficient to cover the option reasonable costs and expenses of collection and of the Payee hereof taking of remedial actions and without demand or notice the maintenance of any kind to the undersigned or any other person (enforcement proceedings, including, but not limited towithout limitation, any guarantor now or hereafter existing), immediately become reasonable and be due necessary attorneys' fees and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equitydisbursements.

Default Remedies. Any one Upon the failure of Mortgagor to pay or cause the applicable tenant thereof to pay any of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: (i) failure by the Maker to make any payment of principal taxes, assessments, debts, liens or interest when other charges as the same becomes become due and payable, said failure continuing for thirty (30) days or more; to insure the Mortgaged Premises or (ii) if Maker shall fail to pay its debts, make an assignment for deliver the benefit certificates of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter insurance and copies of the Federal Bankruptcy Code to another chapter, or be the subject policies of an order for relief in such bankruptcy caseinsurance as herein provided, or to be adjudged a bankruptcy or insolventperform Mortgagor's covenants and agreements herein, or shall have a custodianMortgagee is hereby authorized, trustee or receiver appointed forat its option, or have any court take jurisdiction of its propertyto insure the Mortgaged Premises, or any part thereof, in any proceeding for and pay the purpose costs of reorganization, arrangement, dissolution or liquidationsuch insurance, and to pay such custodiantaxes, trusteeassessments, liquidator debts, liens or receiver other charges herein described, or any part thereof, and to remedy Xxxxxxxxx's failure to perform hereunder and pay the costs associated therewith, and Xxxxxxxxx hereby agrees to refund on demand all sum or sums so paid, with interest thereon at the interest rate specified in the Note; and any such sum or sums so paid together with interest xxxxxxx shall become a part of the indebtedness hereby secured; provided, however, that the retention of a lien hereunder for any sum so paid shall not be dischargeda waiver of subrogation or substitution which Mortgagee might otherwise have. In the event of the failure of Mortgagor within any applicable curative or grace period following any applicable written notice required from Mortgagee, if any, to pay any of the taxes, assessments, debts, liens or other charges herein described as the same become due and payable (subject to Mortgagor's right to protest the same pursuant to the terms, provisions and limitations of the Loan Documents) or to keep the Mortgaged Premises insured in the manner and time herein provided, or such jurisdiction the failure to deliver renewal policies in the manner and time herein provided, or if any installment of principal or interest is not paid at or within the time required by the terms of the Note, or in the case of the failure of the Mortgagor to comply with the terms, provisions and conditions of paragraph 4 hereof in the event of actual destruction, demolition, removal, condemnation or taking of all or any major part of the Mortgaged Premises, or the failure to timely comply with the covenants and warranties of or to timely do any of the things herein agreed to be done within thirty (30) days following written notice from Mortgagee (except for payment obligations under the Note for which the requisite written notice therein prescribed (including the limitations of the frequency thereof) and a fifteen (15) day curative period is established) or on the foreclosure of or default under any other mortgage or deed of trust encumbering the Mortgaged Premises or any note instrument secured thereby, provided, that the foregoing shall not be relinquisheddeemed to constitute Mortgagee's consent to any other mortgage, vacated or stayed within sixty (60) days on the breach of any of the appointment. Upon occurrence terms, provisions, covenants or warranties of an Event of Default hereunderthe Note, the entire Loan Documents or this Mortgage or any other instrument securing or evidencing the indebtedness hereby secured, then, in any of such events, all of such indebtedness secured hereby, including the outstanding principal balance loan evidenced by the Note and any unpaid interest then accrued under this Noteall other obligations, shall without deduction, at the option of Mortgagee, without further or other notice, shall become immediately due and payable, and Mortgagee shall be empowered and entitled, at its option, to foreclose this Mortgage and shall be entitled to the Payee hereof possession of the Mortgaged Premises and without demand the rents, lease payments, security deposits and profits and proceeds thereof, and shall be entitled to have a receiver appointed to take possession of the Mortgaged Premises. At the option of the Mortgagee, this Mortgage may be foreclosed by judicial proceedings, or by non-judicial foreclosure sale in accordance with applicable laws, and to sell and dispose of the Mortgaged Premises and all the right, title, and interest of Mortgagor therein, by sale at any place authorized by law as may be specified in the notice of any kind such sale to the undersigned highest bidder. If this Mortgage is foreclosed by non-judicial foreclosure sale pursuant to the power of sale, Mortgagee shall give notice of the foreclosure by publication once a week for 3 successive weeks. Such notice shall state the time, place and terms of each such sale by publication in some newspaper published in the county or counties in which the Mortgaged Premises are to be sold, or a substantial and material part thereof, is located. At such foreclosure sale, Mortgagee may sell the Mortgaged Premises (or such part or parts thereof as Mortgagee may from time to time elect to sell) in front of the courthouse door of such county, at public outcry, to the highest bidder for cash. The sale shall be held between the hours of 11:00 a.m. and 4:00 p.m. on the day designated for the exercise of the power of sale hereunder. The Mortgaged Premises may be sold as a whole or in separate parts, parcels, or tracts, including separate parts, parcels or tracts located in the same county, and in such manner and order as the Mortgagee in its sole discretion may elect. The exercise of the power of sale with respect to a separate part, parcel, or tract of the Mortgaged Premises in one county does not extinguish or otherwise affect the right to exercise the power of sale with respect to the other parts, parcels, or tracts of the Mortgaged Premises in that or another county to satisfy the obligation secured by the Mortgage, and the right and power of sale arising out of any Event of Default shall not be exhausted by one or more sales of the Mortgaged Property. At the foreclosure, Mortgagee shall be entitled to bid and to purchase the Mortgaged Premises and shall be entitled to apply the indebtedness secured by the Mortgage, or any portion thereof, in payment for the Mortgaged Premises. The Mortgagee shall be authorized to retain an attorney to represent it in such proceedings. Upon such sale, Mortgagee or the attorney conducting said sale are hereby authorized and empowered to make due conveyance to the purchaser or purchasers in the name of Mortgagor. The Mortgagor hereby irrevocably appoints Mortgagee to be the attorney in fact of the Mortgagor and in the name and on behalf of the Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances, and notices which the Mortgagor ought to execute and deliver and do and perform any and all such acts and things which Mortgagor ought to do and perform under the covenants herein contained and generally to use the name of Mortgagor in the exercise of all or any of the powers hereby conferred on Mortgagee. Upon any sale, whether under the power of sale hereby given or otherwise, it shall not be necessary for Mortgagee or any public officer acting under execution or order of court to have physically present or constructively in its possession any of the Mortgaged Premises. In case of a foreclosure sale of all or any part of the Mortgaged Property and of the application of the proceeds of sale to the payment of the indebtedness secured by the mortgage, Mortgagee shall be entitled to enforce payment of and to receive all amounts then remaining due and unpaid and to recover judgment for any portion thereof remaining unpaid, with interest. The remedies provided to Mortgagee in this paragraph shall be in addition to and not in lieu of any other rights and remedies provided in this Mortgage, the Note, the Loan Agreement or any other person (includingLoan Document, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at by law or in equity, all of which rights and remedies may be exercised by Mortgagee independently, simultaneously or consecutively in any order without being deemed to have waived any right or remedy previously or not yet exercised.

Default Remedies. Any one Borrower will be in default under this Agreement (each, a "DEFAULT") if: (a) Borrower breaches any terms, covenants, warranties or representations contained herein, or in any other Loan Document; (b) any Corporate Guarantor breaches any terms, covenants, warranties or representations contained in any guaranty or other agreement between such Corporate Guarantor and DFS, revokes or attempts to revoke any such guaranty agreement, or repudiates such Corporate Guarantor's liability thereunder; (c) any representation, statement, report or certificate made or delivered by Borrower or any Corporate Guarantor to DFS is not accurate when made and such breach is not cured to DFS' satisfaction within five (5) days after the sooner to occur of Borrower's receipt of notice of such breach from DFS or the date on which such breach becomes known to any officer of Borrower; (d) Borrower fails to pay any portion of Borrower's debts to DFS when due and payable hereunder or under any other agreement between DFS and Borrower; (e) Borrower abandons any material amount of the following occurrences shall constitute Collateral; (f) Borrower or any Corporate Guarantor is or becomes in default of any obligation owed to any third party which exceeds at any time the aggregate amount of $1,000,000; (g) money judgment(s) are issued against Borrower or any Corporate Guarantor which are not dismissed, satisfied or discharged within 30 days and which exceed at any time the aggregate amount of $1,000,000; (h) an ----------------- "EVENT OF DEFAULT" under this Note: attachment, sale or seizure issues or is executed against any assets of Borrower or against any assets of any Corporate Guarantor which is not satisfied or released within ten (10) days; (i) failure by the Maker [RESERVED]; (j) Borrower or any Corporate Guarantor ceases existence as a corporation unless such Corporate Guarantor ceases existence pursuant to make any payment of principal a merger with and into Borrower; (k) (i) Borrower ceases or interest when the same becomes due and payablesuspends business, said failure continuing for thirty (30) days or more; or (ii) any Corporate Guarantor ceases or suspends business outside the ordinary course of its business; provided, however, that the cessation or suspension of the business of any Corporate Guarantor for any reason whatsoever shall be a Default if Maker shall fail such event occurs without prior notice thereof to pay its debts, make an DFS; (l) Borrower or any Corporate Guarantor makes a general assignment for the benefit of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code ; (m) Borrower or any similar law, state Corporate Guarantor becomes insolvent or federal, now voluntarily or hereafter existing, or shall become "insolvent" as that term is generally defined under involuntarily becomes subject to the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting state insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, law or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equity.similar law;

Default Remedies. Any one of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this Note(a) If Tenant shall: (i) failure by default in the Maker to make payment when due of any payment Basic Rent, Additional Rent, or any other charges hereunder, and such default shall continue for five (5) business days after written notice from Landlord of principal or interest when the same becomes due and payable, said failure continuing for thirty (30) days or moresuch default; or (ii) if Maker Tenant shall fail default in the performance or observance of any of the other covenants contained in this Lease on Tenant’s part to pay its debtsbe performed or observed and shall fail, make an assignment for the benefit within thirty (30) days after written notice from Landlord of its creditorssuch default, to cure such default, or shall commit an act of bankruptcyif such cure cannot reasonably be completed within thirty (30) days, or shall admit in writing its inability if Tenant fails promptly to pay its debts as they become duecommence such cure, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall and thereafter diligently complete it (and in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case event within sixty (60) days after its commencement following the end of said thirty (30) day period); or convert (iii) if the case from one chapter estate hereby created shall be taken on execution, or by other process of law or if Tenant shall be found, under Title 11 of the Federal Bankruptcy United States Code as from time to another chaptertime in effect, or be under any applicable law, other than said Title 11, of any jurisdiction relating to the subject liquidation or reorganization of an order for relief in such bankruptcy case, debtors or to the modification or alteration of the rights of creditors, to be adjudged a bankruptcy bankrupt or insolvent, or an order by a court of competent jurisdiction shall have be entered approving its liquidation or reorganization or any modification or alteration of the rights of its creditors (which order is not discharged within 45 days after such entry) or assuming custody of, or appointing a custodian, trustee receiver or receiver appointed other custodian for, all or have any court take jurisdiction a substantial part of its propertyproperty (in every such case, a “Default of Tenant”): then, and in any of said cases, Landlord may, to the extent permitted by law, immediately or at any time thereafter and without demand or notice, terminate this Lease and enter into and upon the Premises, or any part thereof, thereof in any proceeding for the purpose name of reorganization, arrangement, dissolution or liquidationthe whole, and such custodianrepossess the same as of Landlord’s former estate, trusteeand, liquidator by any lawful means, expel Tenant and those claiming through or receiver shall not be dischargedunder Tenant and remove its effects without being deemed guilty of any manner of trespass, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand prejudice to any remedies which might otherwise be used for arrears of rent or notice preceding breach of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equitycovenant.

Default Remedies. Any one At any time and from time to time following the occurrence of any Event of Default, Xxxxxx may accelerate this Note by written notice to Borrower, with the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: (i) failure by the Maker to make any payment of principal or interest when the same becomes Outstanding Balance becoming immediately due and payablepayable in cash applying the Default Interest. Notwithstanding the foregoing, said failure continuing for thirty upon the occurrence of any Trigger Event described in clauses (30c), (d), (e), (f) days or more; or (iig) if Maker shall fail to pay its debtsof Section 7, make an assignment for the benefit of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunder, will be deemed to have occurred and the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option Outstanding Balance as of the Payee hereof date of such Trigger Event shall become immediately and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be automatically due and payable in cash applying the Default Interest, subject to any applicable cure period as set forth under this Section 8, without any written notice required by Lender for the Trigger Event to become an Event of Default. At any time following the occurrence of any Event of Default, upon written notice given by Xxxxxx to Borrower, interest shall accrue on the Outstanding Balance beginning on the date the applicable Event of Default occurred at an interest rate equal to the lesser of twenty-two percent (22%) per annum or the maximum rate permitted under applicable law (“Default Interest”). For the avoidance of doubt, Xxxxxx may continue making Conversions at any time following a Trigger Event or an Event of Default until such time as the Outstanding Balance is paid in full. In such eventconnection with acceleration described herein, Payee shall have Lender need not provide, and Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and Lender may exercise immediately but subject to any applicable cure period as set forth under this Section 8, enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Xxxxxx at any time prior to payment hereunder and Xxxxxx shall have all rights as a holder of the Note until such time, if any, as Xxxxxx receives full payment. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Nothing herein shall limit Xxxxxx’s right to pursue any other remedies available to it at law or in equityequity including, without limitation, a decree of specific performance and/or injunctive relief with respect to Xxxxxxxx’s failure to timely deliver Conversion Shares upon Conversion of the Note as required pursuant to the terms hereof.

Default Remedies. Any one (A) In addition to any other acts or omissions designated in this Lease as Events of Default, each of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this NoteEvent of Default by Tenant hereunder: (i) the failure by the Maker to make any payment of principal Rent or interest when any installment thereof or to pay any other sum required to be paid by Tenant under this Lease or under the same becomes due terms of any other agreement between Landlord and payable, said failure continuing for thirty Tenant within five (305) days after written notice of delinquency (which written notice may be sent by email to the last known email address on file with Landlord); provided, however, that if Landlord has given Tenant two (2) such delinquency notices in any twelve (12)-month period during the Term, then Xxxxxx’s subsequent failure to pay any Rent or moreother charge when due shall constitute a default under this Lease without requirement of any notice or cure period; or provided further, that any such notice given pursuant to this Section 22(A) shall be in addition to, and not in lieu of, any notice required under Applicable Law; (ii) the use or occupancy of the Premises for any purpose other than the Permitted Use or the conduct of any activity in the Premises which constitutes a violation of law; (iii) if Maker the interest of Tenant or any part thereof under this Lease shall fail to pay its debts, be levied on under execution or other legal process and said interest shall not have been cleared by said levy or execution within fifteen (15) days from the date thereof; (iv) if any voluntary or involuntary petition in bankruptcy or for corporate reorganization or any similar relief shall be filed by or against Tenant or any guarantor of the Lease or if a receiver shall be appointed for Tenant or any guarantor or any of the property of Tenant or guarantor; (v) if Tenant or any guarantor of the Lease shall make an assignment for the benefit of its creditors, creditors or shall commit an act of bankruptcy, or if Tenant shall admit in writing its inability to pay its meet Xxxxxx’s debts as they become duemature; (vi) if any insurance required to be maintained by Tenant pursuant to this Lease shall be cancelled or terminated or shall expire or shall be reduced or materially changed, except, in each case, as permitted in this Lease, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under mutually agreed to in writing by the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or parties; (vii) if Tenant shall fail to obtain a dismissal immediately discharge or bond over any lien placed upon the Premises in violation of such case this Lease; (viii) omitted; (ix) if Tenant shall abandon or vacate the Premises during the Term; (x) if Tenant shall fail to execute and deliver an estoppel certificate as required hereunder; or (xi) the failure to observe or perform any of the other covenants or conditions in this Lease which Tenant is required to observe and perform and which Tenant has not corrected within sixty thirty (6030) days after its commencement or convert written notice thereof to Tenant; provided, however, that if said failure involves the case from one chapter creation of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereofcondition which, in any proceeding for the purpose of reorganizationXxxxxxxx’s reasonable judgment, arrangementis dangerous or hazardous, dissolution or liquidation, and such custodian, trustee, liquidator or receiver Tenant shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed required to cure same within sixty forty-eight (6048) days of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equityhours.

Default Remedies. Any one When any Event of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: Default described in subparagraphs (a) or (b) of Section 7.1 has occurred and is continuing, any holder of any Note may, and when any Event of Default described in subparagraphs (c) through (f) and (i) failure of Section 7.1 has happened and is continuing, the holder or holders of 35% or more of the principal amount of Notes at the time outstanding may exercise any right, power or remedy permitted to such holder or holders at law or in equity and shall have, in particular, without limiting the generality of the foregoing, the right, by notice in writing sent by registered or certified mail to the Maker Company, to make any payment of declare the entire principal or and all interest when the same becomes accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payablepayable without any presentment, said failure continuing for thirty (30) days demand, protest or more; or (ii) if Maker shall fail to pay its debtsother notice of any kind, make an assignment for the benefit all of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under which are hereby expressly waived. When any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunderdescribed in subparagraphs (g), the entire (h) or (j) of Section 7.1 has occurred, then all outstanding principal balance Notes shall immediately become due and any unpaid interest then accrued under this Notepayable without presentment, shall at the option of the Payee hereof and without demand or notice of any kind to kind. Upon the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be Notes becoming due and payable in fullas a result of any Event of Default as aforesaid, the Company will forthwith pay to the holders of the Notes the entire principal and interest accrued on the Notes and to the extent permitted by law, an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the then applicable Make Whole Premium, determined as of the date on which the Notes shall so become due and payable. In No course of dealing on the part of any holder of the Notes nor any delay or failure on the part of any such event, Payee shall have and may holder to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the holder or holders of the Notes all rights costs and remedies available at law expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such holder's or holders' attorneys for all services rendered in equityconnection therewith.

Default Remedies. Any one of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULTEvent of Default" under this NoteLease: If (ia) failure Lessee fails to pay when due any rent or other amount required herein to be paid by the Maker to make any Lessee and such non-payment of principal or interest when the same becomes due and payablecontinues for more than seven days after notice thereof from Lessor, said failure continuing for thirty (30) days or more; or (iib) if Maker shall fail to pay its debts, make Lessee makes an assignment for the benefit of its creditors, whether voluntary or shall commit an act of involuntary, or (c) a petition is filed by or against Lessee under any bankruptcy, insolvency or shall admit in writing its inability to pay its debts as they become duesimilar legislation, or (d) Lessee violates or fails to perform any provision of either this Lease or any Acquisition Agreement, or violates or fails to perform any covenant or representation made by Lessee herein, and fails to correct the same within seven days after notice thereof from Lessor, or (e) Lessee makes a bulk transfer of furniture, furnishings, fixtures or other equipment or inventory, or (f) Lessee ceases doing business as a going concern or terminates its existence, or (g) Lessee consolidates with, merges with or into, or conveys or leases all or substantially all of its assets as an entirety to any person or engages in any other form of reorganization, or there is a change in the legal structure of Lessee, in each case it results, in the opinion of the Lessor, in a material adverse change in Lessee's ability to perform its obligations under this Lease, or (h) any representation or warranty made by Lessee in this Lease or in any other document or agreement furnished by Lessee to Lessor shall seek a compositionprove to have been false or misleading in any material respect when made or when deemed to have been made, readjustment, arrangement, liquidation, dissolution or insolvency proceeding (i) Lessee shall be in default under any present material obligation for the payment of borrowed money or future statute or lawthe deferred purchase price of, or for the payment of any rent due with respect to, any real or personal property and such default continues for more than seven days after notice thereof from Lessor, or (j) Lessee shall file a petition be in default under any chapter of federal Bankruptcy Code other agreement now existing or hereafter made with Lessor or any similar law, state or federal, now or hereafter existingof Lessor's affiliates and such default continues for more than seven days after notice thereof from Lessor, or (k) any event or condition described in the foregoing clauses (b), (c), (e), (f), (g), (h) (in clauses (g) and (h) substituting the phrase "guaranty or other credit support document" for the word "Lease"), (i) or (j) shall become "insolvent" as that term is generally defined have occurred with respect to any guarantor of, or other party liable in whole or in part for, Lessee's obligations hereunder, or such guarantor or other party shall have defaulted in the observance or performance of any covenant, condition or agreement to be observed or performed by it under the Federal Bankruptcy Codeguaranty or other credit support document pursuant to which it is liable for Lessee's obligations hereunder, or such guaranty or other credit support document shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency have been revoked or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, terminated or shall have a custodianotherwise ceased, trustee or receiver appointed forfor any reason, or have to be in full force and effect. An Event of Default with respect to any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver Equipment Schedule shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of constitute an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, for all Equipment Schedules. Lessee shall at the option promptly notify Lessor of the Payee hereof and without demand or notice occurrence of any kind Event of Default upon Lessee's receipt of notice or knowledge thereof (other than pursuant to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existingLessor's notice), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equity.

Default Remedies. Any one (a) A default shall be deemed to have occurred hereunder (solely with respect to the obligations and other matters addressed in the second sentence of the following occurrences shall constitute Section 1 hereof) and under an ----------------- Equipment Schedule ("EVENT OF DEFAULT" under this Note: Default") if (i) failure by the Maker Lessee shall fail to make any payment of principal Rent or interest when any other payment hereunder, thereunder, or under any other Lease Document relating thereto, within ten (10) days after the same becomes due shall have become due; or (ii) Lessee shall fail to obtain and payablemaintain the insurance required pursuant thereto; (iii) (1) Lessee shall fail to perform or observe any other covenant, said condition or agreement to be performed or observed by it thereunder or under any other Lease Document relating thereto and such failure continuing shall continue unremedied for a period of thirty (30) days after the earlier of (A) actual knowledge thereof by any officer of Lessee, or more(B) written notice thereof to Lessee by Lessor; or (ii2) if Maker shall fail to pay its debts, make an assignment for the benefit of its creditorsLessee repudiates this Lease or such Equipment Schedule, or shall commit an act of bankruptcyany part hereof or thereof, or attempts to reject or revoke acceptance of any Equipment to be leased or leased thereunder (except for any rejection permitted by the last sentence of Section 5 of this Lease), or (iv) Lessee shall admit in writing its inability to pay (1) be generally not paying its debts as they become due, ; or shall seek a composition, readjustment, arrangement, liquidation, dissolution (2) take action for the purpose of invoking the protection of any bankruptcy or insolvency proceeding under any present or future statute or law, or shall file a any such law is invoked against or with respect to Lessee or its property, and any such petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term filed against Lessee is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case not dismissed within sixty (60) days after its commencement days; or convert the case from one chapter (v) Lessee shall make or permit any unauthorized Lien against or assignment or transfer thereof or of the Federal Bankruptcy Code Equipment or of any interest therein; (vi) any certificate, statement, representation, warranty or audit contained herein, therein or in any other Lease Document heretofore or hereafter furnished with respect thereto by or on behalf of Lessee proving to another chapterhave been false in any material respect at the time as of which the facts therein set forth were stated or certified, or having omitted any substantial contingent or unliquidated liability or claim against Lessee; or (vii) Lessee shall be in default under any material obligation for the subject payment of an order borrowed money, for relief in such bankruptcy casethe deferred purchase price of property or for the payment of any rent under any lease agreement, and the applicable grace period with respect thereto shall have expired; or (viii) Lessee shall have terminated its corporate existence, consolidated with, merged into, or to be adjudged a bankruptcy conveyed or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction leased substantially all of its propertyassets as an entirety to any person (such actions being referred to as an "Event"), unless such person is organized and existing under the laws of the United States or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidationstate, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within less than sixty (60) days prior to such Event: (1) such person executes and delivers to Lessor an agreement satisfactory in form and substance to Lessor, in its sole discretion, containing an effective assumption by such person of the appointment. Upon occurrence sole responsibility for, and agreement to pay, perform, comply with and otherwise be liable for, in a due and punctual manner, all of Lessee's obligations having previously arisen, or then or thereafter arising, under any and all of the Lease Documents; and (2) Lessor is satisfied as to the creditworthiness of such person, and of its conformance to the other standard criteria used by Lessor (or Lessor's affiliate or agent to the extent such affiliate or agent and not Lessor, regularly makes decisions on Lessor's behalf to participate or not participate in the extension of lease financing to an Event equipment user); or (ix) there occurs a default under any guaranty executed in connection with such Equipment Schedule; or if there is an anticipatory repudiation of Default Lessee's obligations hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned such Equipment Schedule or any other person Lease Documents; or (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equity.x) if Lessee is a

Default Remedies. Any (A) If at any time prior to or during the Term, any one or more of the following occurrences events (referred to as “Events of Default”) shall constitute an ----------------- "EVENT OF DEFAULT" under this Noteoccur: (i) failure if Tenant shall default in the payment when due of any installment of Fixed Rent or in the payment when due of any other sums due Landlord hereunder, and such default shall continue for a period of five (5) days after notice by Landlord to Tenant of such default, or (ii) if Tenant shall default in the Maker observance or performance of any term, covenant or condition (other than the covenants to make any payment of principal Fixed Rent or interest when the same becomes other sums due Landlord) of this Lease on Tenant’s part to be observed or performed and payable, said failure continuing for Tenant shall fail to remedy such default within thirty (30) days or moreafter notice by Landlord to Tenant of such default; or (iiiii) if Maker Tenant shall fail to pay its debtsfile a voluntary petition in bankruptcy or insolvency, or such proceeding shall be commenced against Tenant or Tenant shall be adjudicated a bankrupt or insolvent, or Tenant shall file or there shall be filed against Tenant any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, or Tenant shall make an assignment for the benefit of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or Tenant shall seek a compositionor consent to or acquiesce in the appointment of any trustee, readjustment, arrangement, liquidation, dissolution receiver or insolvency proceeding under any present liquidator for Tenant or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, all or any part thereofof Tenant’s property; or (iv) intentionally omitted; or (v) if Tenant shall desert or abandon the Demised Premises or Tenant’s equipment; or (vi) if Tenant’s interest in this Lease shall devolve upon or pass to any person, whether by operation of law or otherwise except as provided in Article NINTH hereof then, upon the occurrence, at any time prior to or during the Term, of any one or more of such Events of Default, Landlord, at any time thereafter, at Landlord’s option, may give to Tenant a five (5) days’ notice of termination of this Lease and, in any proceeding the event such notice is given, this Lease and the Term shall come to an end and expire upon the expiration of said five (5) days with the same effect as if the date of expiration of said five (5) days were the expiration date of the Term and this Lease, but Tenant shall remain liable for damages and all other sums payable pursuant to law. Any notice given by Landlord to Tenant under this Article SIXTEENTH shall be deemed a “ten day notice to quit” under the purpose provisions of reorganizationSection 713 of the Real Property Actions and Proceedings Law. Notwithstanding the foregoing, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver Landlord shall not be discharged, or such jurisdiction have the right to terminate this Lease based upon the failure of Tenant to pay Rent unless Tenant shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default have failed to pay Rent hereunder, the entire outstanding principal balance and after notice, as aforesaid, on more than two (2) occasions in any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or any other person twelve (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equity12) month period.

Default Remedies. Any one breach or violation of any provisions of the following occurrences Lease by Subtenant (continuing beyond the expiration of applicable notice and cure periods in the Lease) shall be deemed to be and shall constitute an ----------------- "EVENT OF DEFAULT" a default by Tenant under the Lease. In the event (a) of any default by Tenant or Subtenant in the full performance and observance of any of their respective obligations under this Note: (i) failure by the Maker to make any payment of principal or interest when the same becomes due and payableConsent, said failure continuing for which default shall not be cured within thirty (30) days or more; after notice to the party in default (with a copy of such notice delivered to the other party at the same time), or (iib) if Maker any representation or warranty of Tenant or Subtenant made herein shall fail prove to pay its debts, make an assignment for the benefit of its creditors, be false or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall misleading in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become duematerial respect, or shall fail to obtain a dismissal of then (i) such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapterevent may, or at Landlord’s option, be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of deemed an Event of Default hereunder, by Tenant under the entire outstanding principal balance Lease and any unpaid interest then accrued under this Note, shall (ii) Landlord may give written notice of such default to the party in violation (with a copy of such notice delivered to the other party at the option same time), and if such violation shall not be discontinued or corrected within thirty (30) days after the giving of such notice, Landlord may, in addition to Landlord’s other remedies, revoke this Consent and, as between Subtenant and Landlord, Subtenant shall have no further rights with respect to the Subleased Premises. Subject to Landlord’s right to require Subtenant to attorn or enter into a direct lease under Paragraph 3 hereof, if Subtenant shall fail to vacate and surrender the Subleased Premises upon the expiration, rejection or earlier termination (whether voluntary or involuntary) of the Payee hereof and without demand or notice Lease, Landlord shall be entitled to all of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies which are available at law to a landlord against a tenant holding over after the expiration of a term. Subtenant expressly waives for itself and for any person claiming through or under Subtenant, any rights which Subtenant or any such person may have under 11 U.S.C. §365(h), including, without limitation, any right to remain in equitypossession of the Premises under §365(h)(1)(A)(ii) and any right of offset under §365(h)(1)(B) against any amounts due and owing to Landlord.

Default Remedies. Any one (a) As used herein, the term "Default" means any of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this Noteevents: (i) failure by the Maker Lessee fails to make pay any payment of principal Rent or interest when other amount due under a Lease within ten days after the same becomes due and payable, said failure continuing for thirty (30) days or moreshall have become due; or (ii) if Maker shall fail to pay its debts, make Lessee or any Guarantor becomes insolvent or makes an assignment for the benefit of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek ; (iii) a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodianreceiver, trustee, conservator or liquidator of Lessee or receiver shall not be discharged, any Guarantor of all or a substantial part of Lessee's or such jurisdiction shall not be relinquishedGuarantor's assets is appointed with or without the application or consent of Lessee or such Guarantor, vacated respectively; (iv) a petition is filed by or stayed within sixty against Lessee or any Guarantor under any bankruptcy, insolvency or similar law; (60v) days Lessee or any Guarantor violates or fails to perform any provision of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under either this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned Lease or any other person loan, lease or credit agreement or any acquisition or purchase agreement with Lessor or any other party; (includingvi) any warranty or representation made by Lessee herein proves to have been false or misleading when made; (vii) there is a material adverse change in Lessee's or any Guarantor's financial condition since the related Rent Commencement Date; (viii) Lessee or any Guarantor merges or consolidates with any other corporation or entity, but or sells, leases or disposes of all or substantially all of its assets without the prior written consent of Lessor; (ix) Lessee or any Guarantor, if an individual, dies or, if not limited toan individual, is dissolved; or (x) any guarantor now or hereafter existing)filing by Lessee of a termination statement for any financing statement filed by Lessor while any obligations are owed by Lessee under a Lease. A Default with respect to any Lease shall, immediately become at Lessor's option, constitute a Default for all Leases and be due any other agreements between Lessor and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equityLessee.

Default Remedies. Any one Upon the failure of Mortgagor (after notice to Mortgagor and expiration of any applicable cure period pursuant to the Loan Agreement) to pay any of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: (i) failure by the Maker to make any payment of principal taxes, assessments, debts, liens or interest when other charges as the same becomes become due and payable, said failure continuing for thirty (30) days or more; or (ii) if Maker shall fail to pay its debts, make an assignment for insure the benefit of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts Mortgaged Premises as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined required under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy caseLoan Agreement, or to be adjudged a bankruptcy or insolventperform any of Mortgagor's covenants and agreements herein, or shall have a custodianMortgagee is hereby authorized, trustee or receiver appointed forat its option, or have any court take jurisdiction of its propertyto insure the Mortgaged Premises, or any part thereof, in and pay the costs of such insurance and to pay such taxes, assessments, debts, liens or other charges herein described, or any proceeding for the purpose of reorganization, arrangement, dissolution or liquidationpart thereof, and to remedy Mortgagor's failure to perform hereunder and pay the costs associaxxx xxxxxwith, and Mortgagor hereby agrees to refund on demand all sum or sums so paix, xxxx xnterest thereon at the default rate under the Note; and any such custodiansum or sums so paid together with interest thereon shall become a part of the indebtedness hereby secured; provided, trusteehowever, liquidator or receiver that the retention of a lien hereunder for any sum so paid shall not be dischargeda waiver of subrogation or substitution which Mortgagee might otherwise have. In the event of the failure of Mortgagor to pay any of the taxes, assessments, debts, liens or other charges herein described as the same become due and payable (provided, however, Mortgagor shall have the right to contest any such charges in good faith by appropriate proceedings and thereby not be in default) or to keep the Mortgaged Premises insured in the manner and time herein provided, or such jurisdiction shall the failure to deliver renewal policies in the manner and time herein provided, or if any installment of principal or interest is not be relinquished, vacated paid at or stayed within sixty (60) days the time required by the terms of the appointment. Upon occurrence Note, or the failure to do any of an Event the things herein agreed to be done, or on the breach of Default hereunderany of the terms of the Note, the entire outstanding principal balance and any unpaid interest then accrued under Loan Agreement, the Loan documents (as defined in the Loan Agreement), this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned Mortgage or any other person (instrument securing or evidencing the indebtedness hereby secured, beyond any applicable grace period contained therein, including, but not limited towithout limitation, all agreements between Mortgagee and the Mortgagor which give rise to Hedging Obligations (as defined in the Loan Agreement), then, in any guarantor of such events, whether Mortgagee has paid any of the taxes, liens or other charges, or procured the insurance, or remedied Mortgagor's failure to perform, all as above mentioned, or not, Mortgagor shall be in default hereunder. In the event of default, xxxxx xxxlicable cure period, Mortgagee may either (1) declare the principal of the Note, all interest accrued thereon and all other sums hereby secured, without deduction and without notice, to be immediately due and payable, and Mortgagee will be entitled to foreclose this Mortgage by judicial proceeding, or (2) after any notice to Mortgagor and Mortgagor required by the Oklahoma Power of Sale Mortgage Foreclosure Act, declare the principal of the Note, all interest accrued thereon and all other sums hereby secured, without deduction, to be immediately due and payable, and Mortgagee will be entitled to foreclose this Mortgage by power of sale pursuant to the provisions of the Oklahoma Power of Sale Mortgage Foreclosure Act. Mortgagor hereby confers upon Mortgagee and grants to Mortgagee the power to sell the Mortgaged Premises. On default, Mortgagee will be entitled to exercise all further and additional remedies as might now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available accorded to Mortgagee at law or in equity. Whether Mortgagee elects to foreclose this Mortgage by judicial proceeding or by power of sale, Mortgagee shall, immediately on default, be entitled to the possession of the Mortgaged Premises and the rents and profits thereof, and shall be entitled to have a receiver appointed to take possession of the Mortgaged Premises without notice, which notice Mortgagor hereby waives, notwithstanding anything contained in this Mortgage or any law heretofore or hereafter enacted.

Default Remedies. Any one a. The following shall be deemed "Events of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULTDefault" under this Note: the Lease; (i) failure by Lessee fails to pay any installment of rent or other charge within 5 days of the Maker to make any date such payment of principal or interest when the same becomes due and payable, said failure continuing for thirty (30) days or moreis due; or (ii) Except as expressly permitted in the Lease, Lessee attempts to remove, sell, encumber, assign or sublease or fails to insure any of the Equipment, or fails to deliver any documents required of Lessee under the Lease; or (iii) Any representation or warranty made by Lessee or Lessee's guarantor in the Lease or any document supplied in connection with the Lease or any financial statement is misleading or materially inaccurate; or (iv) Lessee fails to observe or perform any of the other obligations required to be observed or performed by Lessee under the Lease within 30 days of Lessee's first knowledge of such failure; or, if Maker shall fail more than 30 days are reasonably required to pay its debtscure such failure, make Lessee fails to commence and to continue to diligently perform such obligations within such 30 days; or (v) Lessee or Lessee's guarantor ceases doing business as a going concern; makes an assignment for the benefit of its creditors, or shall commit an act of bankruptcy, or shall admit ; admits in writing its inability to pay its debts as they become due; files a voluntary petition in bankruptcy; is adjudicated a bankrupt or an insolvent; files a petition seeking for itself any reorganization, or shall seek a arrangement, composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding similar arrangement under any present or future statute statute, law or law, regulation or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file files an answer admitting insolvency or inability fails to pay its debts as they become duedeny the 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 for it or of all or any substantial part of its assets or properties, or if it or its trustee, receiver, liquidator or shareholders shall fail take any action to obtain a dismissal of such case effect its dissolution or liquidation; or (vi) if within sixty (60) 30 days after its the commencement of any proceedings against Lessee or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of Lessee's guarantor seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or liquidationsimilar relief under any present or future statute, and law or regulation, such custodianproceedings shall not have been dismissed, or if within 30 days after the appointment (with or without Lessee's or Lessee's guarantor's consent) of any trustee, receiver or liquidator of it or receiver of all or any substantial part of its respective assets and properties, such appointment shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equityvacated.

Default Remedies. Any one If (a) default be made in the payment of the following occurrences rent or any additional charge payable hereunder by Tenant, and such default shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: continue for (i) failure by five (5) days after written notice of default, or (b) default be made in any of the Maker to make any payment other covenants or conditions herein contained on the part of principal or interest when the same becomes due Tenant and payable, said failure continuing such default shall continue for thirty (30) days or more; after written notice thereof shall have been given to Tenant, (except that such 30-day period shall be automatically extended for an additional period of time reasonably necessary to cure such default, if such default cannot be cured within such first 30-day period and provided Tenant commences the process of curing such default within said first 30-day period and continuously and diligently pursues such cure to completion), or (iic) if Maker Tenant shall fail to pay its debts, become insolvent or bankrupt or make an assignment for the benefit of its creditors, or (d) a receiver or trustee of Tenant’s property shall commit an act of bankruptcybe appointed and such receiver or trustee, or as the case may be, shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case not be discharged within sixty (60) days after its commencement such appointment, or convert (e) there shall be a change of control of Tenant other than as permitted under Section 16.6, hereof, and Tenant shall not have cured such default within ten (10) business days after receipt of written notice of default, then in any such case, Landlord may, without further notice to Tenant, notice being hereby waived, terminate Tenant’s tenancy and recover possession of and reenter the case from one chapter Premises without accepting a surrender of the Federal Bankruptcy Code Premises or affecting Tenant’s liability for past rent and other charges due or future rent and other charges to another chapteraccrue hereunder. In the event of any such default, or Landlord shall be the subject of an order for relief in such bankruptcy case, or entitled to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereofrecover from Tenant, in any proceeding for the purpose of reorganizationaddition to rent and other charges equivalent to rent, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days all other damages sustained by Landlord on account of the appointment. Upon occurrence breach of an Event of Default hereunderthis Lease, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, the costs, expenses and attorney fees incurred by Landlord in enforcing the terms and provisions hereof and in reentering and recovering possession of the Premises and for the cost of repairs, alterations and brokerage and attorney fees connected with the re-letting of the Premises; but excluding consequential or incidental damages other than out-of-pocket expenses incurred by Landlord and delineated herein. As an alternative, at the election of Landlord, Landlord shall have the right to accept a surrender of the Premises (without the need for any guarantor now affirmative act or hereafter existingacquiescence by Tenant), immediately become without any further rights or obligations on the part of Landlord or Tenant (other than Tenant’s obligation for rent and be other charges due and owing through the date of acceptance of surrender), so that Landlord may re-let the Premises without any right on the part of Tenant to any credit or payment resulting from any re-letting of the Premises. Alternatively, at the option of the Landlord, if Tenant’s tenancy is so terminated, Landlord may recover forthwith against Tenant as damages for loss of the bargain and not as a penalty an aggregate sum, which at the time of such termination of Tenant’s tenancy, represents the amount of the excess, if any, of the value of the whole balance of base rental, charges and all other sums payable in fullhereunder for the entire balance of the term of this Lease herein reserved or agreed to be paid by Tenant, over the then current fair market rental value of the Premises (including “triple net” charges), such difference to be discounted to net present value at the rate of eight percent (8%) per annum. In case of a default under this Lease, Landlord may, in addition to terminating Tenant’s tenancy and/or accepting a surrender, or in lieu thereof, pursue such event, Payee shall have other remedy or combination of remedies and may exercise any and all rights and remedies recover such other damages for breach of tenancy and/or contract as available at law or in equityotherwise.

Default Remedies. Any one of the following occurrences It shall constitute be an ----------------- "EVENT OF DEFAULT" hereunder if Debtor breaches any representation, warranty, covenant or provision hereof or of the Agreement, or defaults in the payment or performance of any Obligation; or if there exists any event or condition which, with notice and/or passage of time, would constitute a default under the Agreement or any other document, agreement or instrument evidencing an Obligation. Upon the occurrence of an Event of Default, Secured Party may apply any Collateral to the satisfaction of any or all of the Obligations and pursue any additional rights or remedies available to it under this NotePledge Agreement or applicable law. Debtor will upon demand pay to Secured Party all expenses incurred by Secured Party in connection with the Collateral or the exercise of its rights or remedies hereunder, including without limitation, reasonable attorney's fees and other legal expenses, all of which shall constitute additional Obligations secured by the Collateral hereunder. After any such Event of Default: (ia) failure all interest, income or dividends payable on the Collateral shall be the sole property of and paid to Secured Party; and (b) Secured Party may at any time sell, assign and deliver, negotiate, convert, or otherwise transfer or dispose of the Collateral at or by any public or private sale in any commercially reasonable manner, and may apply the Maker proceeds therefrom to make any the payment of principal all Obligations. Debtor agrees that it shall be commercially reasonable for Secured Party to withdraw funds or interest when liquidate any Collateral prior to its maturity, notwithstanding the same becomes due imposition of any early withdrawal or other penalties. Debtor hereby irrevocably waives any bonds and payableany surety or security in connection with the Collateral or the exercise of Secured Party's rights or remedies hereunder that may be required by any statute, said failure continuing for thirty court rule or otherwise. Any notice required to be given by Secured Party of a sale or other disposition or other intended action by Secured Party with respect to any of the Collateral or otherwise which is made in accordance with the terms of this Pledge Agreement at least five (305) days prior to such proposed action, shall constitute fair and reasonable notice to Debtor of any such action. Secured Party shall be liable to Debtor only for its gross negligence or morewillful misconduct in failing to comply with any applicable law imposing duties upon Secured Party; or (ii) if Maker Secured Party's liability for any such failure shall fail be limited to pay its debts, make an assignment for the benefit of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of actual loss suffered by Debtor directly resulting from such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or failure. Secured Party shall have a custodianno liability to Debtor in tort or for incidental or consequential damages. With respect to any Collateral traded on any recognized market or exchange, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for upon the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunderSecured Party may, to the fullest extent permitted by applicable law, sell all or any Collateral, free of rights and claims of Debtor, without notice or advertisement of any kind, on such market or exchange at a price reasonably consistent with the market price effective at the time of such sale and, notwithstanding then current fluctuations in such market price, any such sale shall be deemed reasonable for all purposes if conducted under ordinary terms regardless of the date of such sale or its proximity to the occurrence of an Event of Default. If a public sale of all or a part of any securities is restricted by reason of any provisions contained in the Securities Act of 1933, as amended (the "ACT"), or if such public sale might only occur after delay which might adversely affect the value that might be realized upon the sale of the Collateral, Secured Party may sell the Securities or any part thereof, without the necessity of registration or attempting to cause any registration of the Securities to be effected under the Act, in one or more private sales to a restricted group of purchasers who may be required to agree, among other things, that they are acquiring the Securities for thier own account for investment and not with a view to the distribution or resale thereof. Debtor acknowledges and agrees that any such private sale may be at prices or on terms less favorable to the owner of the Securities than would be the case if they were sold at public sale, and that any such private sale shall be deemed to have been made in a commercially reasonable manner. Debtor agrees that without affecting Secured Party's right to dispose of the Collateral by private sale as aforesaid, it will, upon request of Secured Party, if in the opinion of Secured Party's counsel registration of the Securities of any part thereof is required under the Act, use its best efforts to complete and cause to become effective a registration of the Securities under the Act, and to take all other actions necessary, in Secured Party's opinion, to enable Secured Party to sell, within ninety (90) days of the commencement of such best efforts, the entire outstanding principal balance Securities pursuant to an effective registration statement under the Act. Such best efforts shall be commenced promptly after request by Secured Party, which may be given at any time on or after the occurrence of an Event of Default. All expenses of such registration, including, without limitation, registration and filing fees, blue sky fees, printing expenses, fees and disbursements of counsel for Debtor and Secured Party, fees and expenses of auditors of Debtor and Secured Party, and all underwriter, broker or dealer discounts, and all transfer taxes shall be borne by Debtor who agrees to do all acts and things which are usual and customary in connection with registered offerings of securities, including entering into indemnification agreements with Secured Party and any unpaid interest then accrued under this Note, underwriters. The managing underwriter of any public offering for which any said registration statement is filed shall at have the option right to impose such conditions on the sale of the Payee hereof Securities as it shall reasonably deem necessary to protect the underwritten offering, provided such conditions are similarly and without demand or notice proportionately imposed on other shares which may be included in said registration as the result of any kind to the undersigned or any exercise of piggyback rights by the holders of such other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equityshares.

Default Remedies. Any one (A) In addition to any other acts or omissions designated in this Lease as Events of Default, each of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this NoteEvent of Default by Tenant hereunder: (i) the failure by the Maker to make any payment of principal Rent, Additional Rent or interest when the same becomes due and payable, said failure continuing for thirty any installment thereof or to pay any other sum required to be paid by Tenant under this Lease within [***] (30[***]) days or moreafter written notice for Landlord that such sum is due; or (ii) the use or occupancy of the Premises for any purpose other than the Permitted Use without Landlord’s prior written consent or the conduct of any activity in the Premises which constitutes a violation of law; (iii) if Maker the interest of Tenant or any part thereof under this Lease shall fail to pay its debts, be levied on under execution or other legal process and said interest shall not have been cleared by said levy or execution within [***] ([***]) days from the date thereof; (iv) if any voluntary or involuntary petition in bankruptcy or for corporate reorganization or any similar relief shall be filed by or against Tenant or any guarantor of the Lease or if a receiver shall be appointed for Tenant or any guarantor or any of the property of Tenant or guarantor; (v) if Tenant or any guarantor of the Lease shall make an assignment for the benefit of its creditors, creditors or shall commit an act of bankruptcy, or if Tenant shall admit in writing its inability to pay its meet Tenant’s debts as they become duemature; (vi) if any insurance required to be maintained by Tenant pursuant to this Lease shall be cancelled or terminated or shall expire or shall be reduced or materially changed, except, in each case, as permitted in this Lease, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under mutually agreed to in writing by the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or parties; (vii) if Tenant shall fail to obtain discharge or bond over any lien placed upon the Premises as a dismissal result of such case Tenant’s actions in violation of this Lease; (viii) if any Letter of Credit required to be maintained by Tenant pursuant to this Lease shall be cancelled or terminated or shall expire or shall be reduced or materially changed, except, in each case, as permitted in this Lease, or mutually agreed to in writing by the parties; (ix) if Tenant shall abandon or vacate the Premises during the Term and otherwise fail to comply with the terms of the Lease; (x) if Tenant shall fail to execute and deliver an estoppel certificate or subordination agreement as required hereunder; or (xi) the failure to observe or perform any of the other covenants or conditions in this Lease which Tenant is required to observe and perform and which Tenant has not corrected within sixty [***] (60[***]) days after written notice thereof to Tenant, provided, however, that if the nature of Tenant’s non-performance is such that more than [***] ([***]) days are reasonably required for its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chaptercure, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver then Tenant shall not be discharged, or deemed to be in default if Tenant commences such jurisdiction shall not be relinquished, vacated or stayed cure within sixty said [***] (60[***]) days of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance day period and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof thereafter diligently and without demand or notice of any kind continuously pursues such cure to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equitycompletion.

Default Remedies. Any one breach or violation of any provisions of the following occurrences Lease by Subtenant (continuing beyond the expiration of applicable notice and cure periods in the Lease) shall be deemed to be and shall constitute an ----------------- "EVENT OF DEFAULT" a default by Tenant under the Lease. In the event (a) of any default by Tenant or Subtenant in the full performance and observance of any of their respective obligations under this Note: (i) failure by the Maker to make any payment of principal or interest when the same becomes due and payableAgreement, said failure continuing for which default shall not be cured within thirty (30) days or more; after notice to the party in default (with a copy of such notice delivered to the other party at the same time), or (iib) if Maker any representation or warranty of Tenant or Subtenant made herein shall fail prove to pay its debts, make an assignment for the benefit of its creditors, be false or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall misleading in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become duematerial respect, or shall fail to obtain a dismissal of then (i) such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapterevent may, or at Landlord’s option, be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of deemed an Event of Default hereunder, by Tenant under the entire outstanding principal balance Lease and any unpaid interest then accrued under this Note, shall (ii) Landlord may give written notice of such default to the party in violation (with a copy of such notice delivered to the other party at the option same time), and if such violation shall not be discontinued or corrected within thirty (30) days after the giving of such notice, Landlord may, in addition to Landlord’s other remedies, revoke this Agreement and, as between Subtenant and Landlord, Subtenant shall have no further rights with respect to the Subleased Premises. Subject to Landlord’s right to require Subtenant to attorn or enter into a direct lease under Paragraph 3 hereof, if Subtenant shall fail to vacate and surrender the Subleased Premises upon the expiration, rejection or earlier termination (whether voluntary or involuntary) of the Payee hereof and without demand or notice Lease, Landlord shall be entitled to all of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies which are available at law to a landlord against a tenant holding over after the expiration of a term. Subtenant expressly waives for itself and for any person claiming through or under Subtenant, any rights which Subtenant or any such person may have under 11 U.S.C. §365(h), including, without limitation, any right to remain in equitypossession of the Premises under §365(h)(1)(A)(ii) and any right of offset under §365(h)(1)(B) against any amounts due and owing to Landlord.

Default Remedies. Any The Lessee shall be in default hereunder if any one or more of the following occurrences events continues for a period of ten (10) days after written notice from the Lessor to the Lessee except Lessee shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: (i) failure be deemed in default and no written notice shall be required if Lessee fails to pay Rent and all additional rent named herein by the Maker to make any payment fifth (5th) of principal each month or interest five (5) days following when the same becomes due and payable, said failure continuing for thirty was due: (30a) days or more; or (ii) if Maker shall fail to pay its debts, make the making by Lessee of an assignment for the benefit of its creditors; (b) the operation or supervision of the business conducted in the Leased Premises by a creditors' committee or by any other than the Lessee; (c) the levying of a writ of execution or attachment on or against the property of Lessee; (d) if proceedings are instituted in a court of competent jurisdiction for the reorganization, liquidation or involuntary dissolution of Lessee, or shall commit an act of bankruptcyfor its adjudication as a bankrupt or insolvent, or shall admit for the appointment of a receiver of the property of Lessee, and said proceedings are not dismissed and any receiver, trustee or liquidator appointed therein discharged within thirty (30) days after the institution of said proceedings; or (e) the failure of Lessee to perform any other of its covenants under this Lease after written notice from Lessor of such default. In the event Lessee is attempting to cure such default in writing good faith, Lessee and Lessor by mutual agreement may extend the period to cure the default for such additional time as may be reasonably required for the Lessee to perform such other covenant or covenants provided said Lessee promptly undertakes such performance, and prosecutes the same to its inability to pay its debts as they become dueconclusion with reasonable diligence In the event the Lessee becomes a debtor in a Chapter 7 or 11 bankruptcy proceeding (whether or not the same is a voluntary or involuntary proceeding), or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become Lessor and Lessee stipulate that "insolventadequate assurance" as that term is generally defined contemplated under applicable provisions of Title 11 of the Federal Bankruptcy Code, United States Code shall require the payment of all items of Rent and additional rent hereunder on a current basis and the cure of all past due Rent or shall in additional rent by means of a lump sum payment at the time the Lease is accepted by Lessee as an executory contract. Upon the occurrence of any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement events of default described above or convert elsewhere in this Lease, Lessor shall have the case from option to pursue any one chapter or more of the Federal Bankruptcy Code to another chapter, following remedies without any notice or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equity.whatsoever:

Default Remedies. Any one of the following occurrences (a) It shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: be a default hereunder if (i) failure by the Maker to make any payment of principal or interest when the same becomes due and payable, said failure continuing for thirty (30) days or more; or (ii) if Maker Tenant shall fail to pay any rent or other sums of money on the same is due (subject to the grace period described below); (ii) Tenant shall fail 'to comply with any provision of this Lease or any other agreement between Landlord and Tenant, and such failure shall not be cured within 30 days following Landlord's giving of notice to Tenant specifying the particulars of such failure; (iii) the leasehold hereunder demised shall be taken on execution or other process of law in any action against Tenant; (iv) Tenant shall fail to promptly take possession of, open for and continuously operate its debts, make an assignment for business in the benefit of its creditors, Premises when the Premises are delivered to it and thereafter during the term hereof (it being intended that a vacating by Tenant shall be a default hereunder); (v) Tenant shall become insolvent or shall commit an act of bankruptcy, or shall admit in writing its inability unable to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under Tenant notifies Landlord that it anticipates either condition; (vi) Tenant takes any present or future statute or lawaction to, or shall notifies Landlord that Tenant intends to file a petition under any chapter of federal Bankruptcy Code section or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal National Bankruptcy Code to another chapterAct, as amended, or under any similar law or statue of the United States or any State thereof; or a petition shall be the subject filed against Tenant under any such statute or Tenant or any creditor of an order for relief in Tenant notifies Landlord that it knows such bankruptcy case, a petition will be filed or Tenant notifies Landlord that it expects such a petition to be adjudged filed; or (vii) a bankruptcy receiver or insolvent, trustee shall be appointed for Tenant's leasehold interest in the Premises or shall have for all or a custodian, trustee or receiver appointed for, or have any court take jurisdiction substantial part of its property, or any part thereof, the assets of Tenant. Not more than twice in any proceeding for the purpose 12-month period, Landlord shall notify Tenant of reorganization, arrangement, dissolution or liquidationa monetary default under this Lease, and Tenant shall be permitted to cure such custodian, trustee, liquidator or receiver shall not be discharged, or default within 10 days following the giving of such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equitynotice.

Default Remedies. Any one of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this NoteEvent of Default: (iIf a) failure by the Maker to make any payment of principal or interest when the same becomes due and payable, said failure continuing for thirty (30) days or more; or (ii) if Maker shall fail Lessee fails to pay its debtswhen due any rent or other amount required herein to be paid by Lessee, make or b) Lessee makes an assignment for the benefit of its creditors, whether voluntary or shall commit an act of involuntary, or c) a petition is filed by or against Lessee under any bankruptcy, insolvency or shall admit in writing its inability to pay its debts as they become duesimilar legislation, or shall seek a composition, readjustment, arrangement, liquidation, dissolution d) Lessee violates or insolvency proceeding under fails to perform any present provision of either this lease or future statute or lawany Acquisition Agreement, or shall file a petition under violates or fails to perform any chapter of federal Bankruptcy Code covenant or any similar law, state or federal, now or hereafter existingrepresentation made by Lessee herein, or shall become "insolvent" e) Lessee makes a bulk transfer of furniture, furnishings, fixtures or other equipment or inventory, or f) Lessee ceases doing business as that term a going concern or there is generally defined a change in the legal structure of ownership of Lessee, or a consolidation or merger of Lessee into or with another entity, which results, in the opinion of Lessor, in a material adverse change in Lessee's ability to perform its obligations under the Federal Bankruptcy Codelease, or shall g) any representation or warranty made by Lessee in this lease or in any involuntary bankruptcy case commenced against it file an answer admitting insolvency other document or inability agreement furnished by Lessee to pay its debts as they become due, Lessor shall prove to have been false or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, misleading in any proceeding for the purpose material respect when made or when deemed to have been made. An Event of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver Default with respect to any Equipment Schedule shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of constitute an Event of Default for all Equipment Schedules. Lessee shall promptly notify Lessor of the occurrence of any Event of Default. If an Event of Default occurs, Lessor shall have the right to exercise any one or more of the following remedies in order to protect the interests and reasonably expected profits and bargains of Lessor: a) Lessor may terminate this lease with respect to all or any part of the Equipment, b) Lessor may recover from Lessee all rent and other amounts then due and as they shall thereafter become due hereunder, c) Lessor may take possession of any or all items of Equipment, wherever the entire outstanding principal balance and any unpaid interest then accrued under this Notesame may be located, shall at the option of the Payee hereof and without demand or notice notice, without any court order or other process of law and without liability to Lessee for any kind damages occasioned by such taking of possession, and any such taking of possession shall not constitute a termination of this lease, d) Lessor may recover from Lessee, with respect to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights items of Equipment, and remedies with or without repossessing the Equipment the sum of (1) the total amount due and owing to Lessor at the time of such default, plus (2) an amount calculated by Lessor which is the present value at 5% per annum simple interest discount of all rent and other amounts payable by Lessee with respect to said item(s) from date of such payment to date of expiration of its Initial Term, plus (3) the "reversionary value" of the Equipment, which shall be determined by Lessor as the total cost of the Equipment less 60% of the total rent (net of sales/use taxes, if any) required to be paid pursuant to Paragraph 9; and which the parties agree is a reasonable estimate of such value; and upon the payment of all amounts described in clauses (1), (2) and (3) above, Lessee will become entitled to the Equipment AS IS, WHERE IS, without warranty whatsoever; provided, however, that if Lessor has repossessed or accepted the surrender of the Equipment, Lessor shall sell, lease or otherwise dispose of the Equipment in a commercially reasonable manner, with or without notice and on public or private bid, and apply the net proceeds thereof (after deducting all expenses, including attorneys' fees incurred in connection therewith), to the sum of (1), (2) and (3) above, and e) Lessor may pursue any other remedy available at law or in equity, including but not limited to seeking damages or specific performance and/or obtaining an injunction. No right or remedy herein conferred upon or reserved to Lessor is exclusive of any right or remedy herein or by law or equity provided or permitted; but each shall be cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise, and may be enforced concurrently therewith or from time to time, but Lessor shall not be entitled to recover a greater amount in damages than Lessor could have gained by receipt of Lessee's full, timely and complete performance of its obligations pursuant to the terms of this lease plus accrued delinquent payments under Paragraph 21.

Default Remedies. Any one (a) As used herein, the term “Default” means any of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this Noteevents: (i) failure by the Maker Borrower fails to make pay any payment of principal Installment or interest when other amount due under a Note within ten days after the same becomes due and payableshall have become due, said failure continuing for thirty (30) days or moreshall have failed to perform any of the provisions or requirements set forth in Section 5 hereof; or (ii) if Maker shall fail to pay its debts, make Borrower becomes insolvent or makes an assignment for the benefit of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek ; (iii) a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodianreceiver, trustee, conservator or liquidator of Borrower of all or receiver shall not be dischargeda substantial part of Borrower’s assets is appointed with or without the application or consent of Borrower; (iv) a petition is filed by Borrower under any bankruptcy, insolvency or similar law (or such jurisdiction shall a petition is filed against Borrower and is not be relinquisheddismissed within forty-five (45) days); (v) Borrower violates or fails to perform any other provision of this Agreement or any other Loan Document, vacated or stayed as defined herein, and fails to cure such default within sixty thirty (6030) days of notice therefor; (vi) any warranty or representation made by Borrower herein proves to have been false or misleading when made or deemed to have been made; (vii) Borrower merges or consolidates with any other corporation or entity (and Borrower is not the appointment. Upon occurrence surviving entity), or sells, leases or disposes of all or substantially all of its assets without the prior written consent of KEF; (viii) Borrower, if an Event individual, dies or, if not an individual, is dissolved; (ix) a change in control occurs in Borrower; (x) any filing by Borrower of Default hereunder, the entire outstanding principal balance a termination statement for any financing statement filed by KEF while any obligations are owed by Borrower under a Note; and (xi) any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand events listed in subsections (ii) through (ix) above occurs with respect to any Guarantor (provided that, with respect to subpart (vii) above, any Guarantor may merge or notice of any kind to consolidate with Borrower (so long as Borrower is the undersigned surviving entity) or any other person Guarantor, or sell, lease or dispose of all or substantially all of its assets to Borrower or a Guarantor). A Default with respect to any Note shall, at KEF’s option, constitute a Default for all Notes (including, but not limited to, held by KEF) and any guarantor now or hereafter existing), immediately become other agreements between KEF and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equityBorrower.

Default Remedies. Any one (a) Notwithstanding any provision herein to the contrary and irrespective of whether all or any rights conferred upon Landlord by this Section are expressly or by implication conferred upon Landlord elsewhere in this Agreement, in the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: event of (i) any failure of Tenant to pay any Rental or any other charges or sums whatsoever due hereunder (including without limitation, amounts due as reimbursement to Landlord for costs incurred by Landlord in performing obligations of Tenant hereunder upon Xxxxxx's failure so to perform) for more than ten (10) days after written notice from Landlord to Tenant that such Rental or any other charges or sums whatsoever due hereunder were not received on the date required for payment pursuant to this Agreement, provided that such notice from Landlord shall be in lieu of, and not in addition to, any notice of default required by applicable laws, or (ii) any default or failure by Tenant to perform any other of the Maker terms, conditions, or covenants of this Agreement to make any payment of principal be observed or interest when the same becomes due and payable, said failure continuing performed by Tenant for more than thirty (30) days after written notice from Landlord to Tenant of such default, provided that such notice from Landlord shall be in lieu of, and not in addition to, any notice of default required by applicable laws, or more(iii) any failure by Tenant to move into the Premises and to initially open for business on or before the Rental Commencement Date, or (iv) any failure by Tenant to operate continuously in the manner and during the hours established by Landlord or for the Permitted Use, or (v) Tenant's abandonment of the Premises, or permitting this Agreement to be taken under any writ of execution or similar writ or order, then Landlord, in addition to or in lieu of other rights or remedies it may have under this Agreement or by law, shall have the following rights: Landlord may at its sole discretion: (A) immediately terminate this Agreement and Xxxxxx's right to possession of the Premises by giving Tenant written notice that this Agreement is terminated, in which event, upon such termination, Landlord shall have the right to recover from Tenant the sum of (1) the worth at the time of award of the unpaid rental which had been earned at the time of termination; (2) the worth at the time of award of the amount by which the unpaid rental which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant affirmatively proves could have been reasonably avoided; (3) the worth at the time of award of the amount by which the unpaid rental for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant affirmatively proves could be reasonably avoided; (4) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's failure to perform Tenant's obligations under this Agreement or which in the ordinary course of things would be likely to result therefrom; and (5) all such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time under applicable law; or (iiB) if Maker shall fail have this Agreement continue in effect for so long as Landlord does not terminate this Agreement and Tenant's right to pay its debts, make an assignment for the benefit of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter possession of the Federal Bankruptcy Code to another chapterPremises, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or which event Landlord shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction the right to enforce all of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all Landlord's rights and remedies available at law or in equity.under this Agreement including the right to recover all Rental payable by Tenant under this Agreement as it becomes due under this Agreement; or

Default Remedies. Any In the event of the occurrence of any one or more of the following occurrences events at any time or times hereafter, any one of which shall constitute an ----------------- a default ("EVENT OF DEFAULT" Default") hereunder: (a) the failure of the Borrower to pay when due any principal amount of this Note, or within three Business Days of its due date any interest or other amounts due under this Note: ; (ib) failure the occurrence of any "Event of Default" under and as defined in the Credit Agreement; (c) the occurrence of a default or other event which permits the holder or holders of any indebtedness for borrowed money in excess of $15,000,000 owing by the Maker Borrower (other than pursuant to make the Credit Agreement) or any "Material Subsidiary" (as defined in Section 8) to accelerate such indebtedness; (d) any final judgments or orders for the payment of principal money in excess of $15,000,000 in the aggregate shall be entered against the Borrower or interest when any Material Subsidiary by a court having jurisdiction over the same becomes due and payableproperty of the Borrower or such Material Subsidiary, said failure continuing for which judgment is not discharged, vacated, bonded or stayed pending appeal within a period of thirty (30) days or morefrom the date of its entry; or (iie) if Maker shall fail to pay its debts, make an assignment for the benefit of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapterevents described in Sections 9.1.8, 9.1.9, 9.1.11, 9.1.13 or be 9.1.14 of the subject of an order for relief Credit Agreement shall occur (as respectively provided in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days sections as of the appointment. Upon date hereof); then, upon or at any time after the occurrence of an Event any such Default, this Note and all other obligations and liabilities of Default hereunderthe Borrower to the Holder may, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof Holder's option, and without demand or notice of any kind to the undersigned or any other person (includingkind, but not limited to, any guarantor now or hereafter existing), be declared and thereupon shall become immediately become and be due and payable in full. In such eventpayable, Payee shall have and may exercise the Holder may, at its option, and without notice of any kind, declare any and all rights commitments to make additional Advances hereunder thereupon terminated; provided, however, upon the occurrence of a Default under clause (e) hereof, all such obligations and remedies available at law liabilities shall immediately become due and payable, and any and all such commitments of the Holder shall immediately become terminated, in each case without demand, notice or in equitythe exercise of any other action on the part of the Holder.

Default Remedies. Any one of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: (i) failure by the Maker If LESSEE fails to make any payment due under the terms of principal or interest when the same becomes due and payable, said failure continuing this Lease for thirty a period of ten (3010) days or morefrom the date thereof; or (ii) if Maker LESSEE breaches or fails to perform or observe any covenant, condition, or agreement contained in this Lease, and such breach or failure continues for twenty (20) days after written notice thereof is sent to LESSEE; (iii) if LESSEE attempts to or does remove from its premises the Equipment (except a relocation with LESSOR's consent as provided in Section 6 hereof), sell, transfer, encumber, part with possession of, or sublets any item of the Equipment, or assigns its interest under this Lease in violation of Section 16 hereof; (iv) if any item of Equipment is attached, liened, mortgaged, levied upon, encumbered, pledged or seized under any judicial process (excluding encumbrance created by the LESSOR); (v) if any representation or warranty made by LESSEE in this lease or any other document now or hereafter executed in connection with this Lease or the Equipment shall fail to pay its debtsbe incorrect or misleading in any material respect when made; (vi) if LESSEE or any guarantor of this Lease (hereafter, make a "Guarantor") makes an assignment for the benefit of its creditors, or shall commit an act of bankruptcya petition for relief under any bankruptcy or insolvency law is filed by or against LESSEE or any Guarantor, or if a receiver /s/ EL or trustee shall admit be appointed for LESSEE or any GUARANTOR or any of their assets or property; (vii) if any financial information given by LESSEE or any Guarantor in writing connection with Lease is incorrect or misleading in any material respect when given; (viii) if LESSEE or any Guarantor makes a bulk sale of its inability to pay its debts as they become dueassets, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter change in the majority ownership interest of federal Bankruptcy Code LESSEE or any similar law, state Guarantor shall occur; (ix) if LESSEE or federal, now GUARANTOR ceases to operate as a going concern; or hereafter existing, or (x) if any event of default shall become "insolvent" as that term is generally defined occur under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability security agreement of even date herewith granted by LESSEE to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, LESSOR or any part thereof, in other security document securing repayment of this Lease or any proceeding for the purpose of reorganization, arrangement, dissolution or liquidationguaranty hereof, and such custodian, trustee, liquidator or receiver shall not be dischargedcured within the applicable grace period, if any, the LESSOR shall have the right to exercise anyone or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days more of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equity.following cumulative remedies:

Default Remedies. Any one of the The following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" events of default (“Events of Default”) by Lessee under this NoteAgreement: (ia) if Lessee fails to pay when due any rent or other amount due under this Agreement and any such failure by the Maker shall remain unremedied for ten (10) days; (b) if Lessee fails to make perform, keep or observe any payment term, provision or covenant contained in Section 11 of principal this Agreement; (c) if Lessee fails to perform, keep or interest when the same becomes due observe any other term, provision or covenant contained in this Agreement and payable, said any such failure continuing shall remain unremedied for thirty (30) days after written notice thereof is given by Lessor, Servicer or moreany other agent of Lessor to Lessee; (d) any seizure or confiscation of any Vehicle or any other act (iiother than a Casualty Occurrence) otherwise rendering any Vehicle unsuitable for use (as determined by Lessor); (e) if Maker shall fail to pay its debts, make an assignment for the benefit of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute guaranty in favor of Lessor of all or lawany portion of the obligations of Lessee under this Agreement shall at any time for any reason cease to be in full force and effect or shall be declared to be null and void by a court of competent jurisdiction, or if the validity or enforceability of any such guaranty shall file a petition be contested or denied by any guarantor, or if any guarantor shall deny that it, he or she has any further liability or obligation under any chapter of federal Bankruptcy Code such guaranty or if any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or guarantor shall fail to obtain comply with or observe any of the terms, provisions or conditions contained in any such guaranty; (f) the occurrence of a dismissal material adverse change in the financial condition or business of Lessee or any guarantor; or (g) if Lessee or any guarantor is in default under or fails to comply with any other present or future agreement with or in favor of Lessor, The Cxxxxxxx Group, Inc. or any direct or indirect subsidiary of The Cxxxxxxx Group, Inc. For purposes of this Section 14, the term “guarantor” shall mean any present or future guarantor of all or any portion of the obligations of Lessee under this Agreement Upon the occurrence of any Event of Default, Lessor, without notice to Lessee, will have the right to exercise concurrently or separately (and without any election of remedies being deemed made), the following remedies: (a) Lessor may demand and receive immediate possession of any or all of the Vehicles from Lessee, without releasing Lessee from its obligations under this Agreement; if Lessee fails to surrender possession of the Vehicles to Lessor on default (or termination or expiration of the Term), Lessor. Servicer, any other agent of Lessor and any of their respective independent contractors shall have the right to enter upon any premises where the Vehicles may be located and to remove and repossess the Vehicles; (b) Lessor may enforce performance by Lessee of its obligations under this Agreement; (c) Lessor may recover damages and expenses sustained by Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns by reason of Lessee’s default including, to the extent permitted by applicable law, all costs and expenses, including court costs and reasonable attorneys’ fees and expenses, incurred by Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns in attempting or effecting enforcement of Lessor’s rights under this Agreement (whether or not litigation is commenced) and/or in connection with bankruptcy or insolvency proceedings; (d) upon written notice to Lessee, Lessor may terminate Lessee’s rights under this Agreement; (e) with respect to each Vehicle, Lessor may recover from Lessee all amounts owed by Lessee under Sections 3(b) and 3(c) of this Agreement (and, if Lessor does not recover possession of a Vehicle, (i) the estimated wholesale value of such case within sixty (60Vehicle for purposes of Section 3(c) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or shall be the subject of an order for relief in such bankruptcy case, or deemed to be adjudged a bankruptcy or insolvent, or $0.00 and (ii) the calculations described in the first two sentences of Section 3(c) shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, be made without giving effect to clause (ii) in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and each such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty sentence); and/or (60f) days of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and Lessor may exercise any and other right or remedy which may be available to Lessor under the Uniform Commercial Code, any other applicable law or in equity. A termination of this Agreement shall occur only upon written notice by Lessor to Lessee. Any termination shall not affect Lessee’s obligation to pay all rights and amounts due for periods prior to the effective date of such termination or Lessee’s obligation to pay any indemnities under this Agreement. All remedies available of Lessor under this Agreement or at law or in equityequity are cumulative.

Default Remedies. Any one of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this NoteEvent of Default: (iIf a) failure by the Maker to make any payment of principal or interest when the same becomes due and payable, said failure continuing for thirty (30) days or more; or (ii) if Maker shall fail Lessee fails to pay its debtswhen due any rent or other amount required herein to be paid by Lessee, make or b) Lessee makes an assignment for the benefit of its creditors, whether voluntary or shall commit an act of involuntary, or c) a petition is filed by or against Lessee under any bankruptcy, insolvency or shall admit in writing its inability to pay its debts as they become duesimilar legislation, or d) Lessee violates or fails to perform any provision of either this lease or any Acquisition Agreement, or violates or fails to perform any covenant or representation made by Lessee herein, or e) Lessee makes a bulk transfer of furniture, furnishings, fixtures or other equipment or inventory, or f) Lessee ceases doing business as a going concern or terminates its existence, or (g) Lessee consolidates with, merges with or into, or conveys or leases all or substantially all of its assets as an entirety to any person or engages in any other form of reorganization, or there is a change in the legal structure of Lessee, in each case which results, in the opinion of Lessor, in a material adverse change in Lessee's ability to perform its obligations under this lease, or (h) any representation or warranty made by Lessee in this lease or in any other document or agreement furnished by Lessee to Lessor shall seek a compositionprove to have been false or misleading in any material respect when made or when deemed to have been made, readjustment, arrangement, liquidation, dissolution or insolvency proceeding i) Lessee shall be in default under any present material obligation for the payment of borrowed money or future statute or lawthe deferred purchase price of, or for the payment of any rent due with respect to, any real or personal property, or j) Lessee shall file a petition be in default under any chapter of federal Bankruptcy Code other agreement now existing or hereafter made with Lessor or any similar law, state or federal, now or hereafter existingof Lessor's affiliates, or k) any event or condition described in the foregoing clauses (b), (c), (e), (f), (g) (h) (in clauses (g) and (h) substituting the phrase "guaranty or other credit support document" for the word "lease"), (i) or (j) shall become "insolvent" as that term is generally defined have occurred with respect to any guarantor of, or other party liable in whole or in part for, Lessee's obligations hereunder, or such guarantor or other party shall have defaulted in the observance or performance of any covenant, condition or agreement to be observed or performed by it under the Federal Bankruptcy Codeguaranty or other credit support document pursuant to which it is liable for Lessee's obligations hereunder, or such guaranty or other credit support document shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency have been revoked or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, terminated or shall have a custodianotherwise ceased, trustee or receiver appointed forfor any reason, or have to be in full force and effect. An Event of Default with respect to any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver Equipment Schedule shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of constitute an Event of Default for all Equipment Schedules. Lessee shall promptly notify Lessor of the occurrence of any Event of Default. If an Event of Default occurs, Lessor shall have the right to exercise any one or more of the following remedies in order to protect the interests and reasonably expected profits and bargains of Lessor: a) Lessor may terminate this lease with respect to all or any part of the Equipment, b) Lessor may recover from Lessee all rent and other amounts then due and as they shall thereafter become due hereunder, c) Lessor may take possession of any or all items of Equipment, wherever the entire outstanding principal balance and any unpaid interest then accrued under this Notesame may be located, shall at the option of the Payee hereof and without demand or notice notice, without any court order or other process of law and without liability to Lessee for any kind damages occasioned by such taking of possession, and any such taking of possession shall not constitute a termination of this lease, d) Lessor may recover from Lessee, with respect to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights items of Equipment, and remedies with or without repossessing the Equipment the sum of (1) the total amount due and owing to Lessor at the time of such default, plus (2) an amount calculated by Lessor which is the present value at 5% per annum simple interest discount of all rent and other amounts payable by Lessee with respect to said item(s) from date of such payment to date of expiration of its Initial Term, plus (3) the "reversionary value" of the Equipment, which shall be determined by Lessor as the total cost of the Equipment less 60% of the total rent (net of sales/use taxes, if any) required to be paid pursuant to Paragraph 9, and which the parties agree is a reasonable estimate of such value; and upon the payment of all amounts described in clauses (1), (2) and (3) above, Lessee will become entitled to the Equipment AS IS, WHERE IS, without warranty whatsoever; provided, however, that if Lessor has repossessed or accepted the surrender of the Equipment, Lessor shall sell, lease or otherwise dispose of the Equipment in a commercially reasonable manner, with or without notice and on public or private bid, and apply the net proceeds thereof (after deducting all expenses, including attorneys' fees incurred in connection therewith), to the sum of (1), (2) and (3) above, and e) Lessor may pursue any other remedy available at law or in equity, including but not limited to seeking damages or specific performance and/or obtaining an injunction. No right or remedy herein conferred upon or reserved to Lessor is exclusive of any right or remedy herein or by law or equity provided or permitted; but each shall be cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise, and may be enforced concurrently therewith or from time to time, but Lessor shall not be entitled to recover a greater amount in damages than Lessor could have gained by receipt of Lessee's full, timely and complete performance of its obligations pursuant to the terms of this lease plus accrued delinquent payments under Paragraph 21.

Default Remedies. Any one of Upon the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: (i) failure by the Maker to make any payment of principal or interest when the same becomes due and payable, said failure continuing for thirty (30) days or more; or (ii) if Maker shall fail to pay its debts, make an assignment for the benefit of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default Default, EDC shall have no further obligation to make the Loan hereunder, and, at its option, may declare all or part of the entire outstanding principal balance and any unpaid interest then accrued Indebtedness of the Borrower under this Note, shall at the option of the Payee hereof and without demand or notice of any kind Agreement to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable either on demand or to be immediately due and payable without demand, in fulleach case, all without presentment, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that if an Event of Default described in section 9.1(f) occurs with respect to the Borrower, the Commitment (if not theretofore terminated) shall automatically terminate and all Indebtedness of the Borrower under this Agreement shall automatically become and be immediately due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. In such eventevent EDC may, Payee shall have in its discretion, exercise any right or recourse and may proceed by any action, suit, remedy or proceeding against the Borrower or any other Transaction Party authorized or permitted by law for the recovery of all the Indebtedness of the Borrower to EDC hereunder and proceed to exercise any and all rights hereunder and under the Security Documents. EDC is not under any obligation to any Transaction Party to realize upon any Collateral or enforce the Security Documents or any part thereof or to allow any of the Collateral to be sold, dealt with or otherwise disposed of. EDC is neither responsible nor liable to the Transaction Parties or any other Person for any loss or damage arising from such realization or enforcement or the failure to do so or for any act or omission on its part or on the part of any director, officer, employee, agent or adviser of EDC in connection with any of the foregoing. The rights and remedies of EDC hereunder or under any other Transaction Document are cumulative and are in addition to and not in substitution for any other rights or remedies available at law or in equityequity or otherwise. No single or partial exercise by EDC of any right or remedy precludes or otherwise affects the exercise of any other right or remedy to which EDC may be entitled. It is not necessary for any Person dealing with EDC to inquire whether any Security Document has become enforceable, or whether the powers that EDC is purporting to exercise may be exercised, or whether any Indebtedness or any Transaction Party to EDC remains outstanding upon the security thereof, or as to the necessity or expediency of the stipulations and conditions subject to which any sale is to be made, or otherwise as to the propriety or regularity of any sale or other disposition or any other dealing with the Collateral or any part thereof.

Default Remedies. Any one of If the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: Lessee fails to pay any rent or other amount herein provided within five (i5) failure by the Maker to make any payment of principal or interest when the same becomes days after it is due and payable, said failure continuing or if the Lessee fails to observe, keep or perform any other provision of the Lease Contract, or if the Lessee ceases doing business as a going concern, or if a petition is filed by or against the Lessee under the Bankruptcy and Insolvency Act (Canada) or any amendment thereto, or if a receiver is appointed for thirty (30) days the Lessee or more; its property, or (ii) if Maker shall fail to pay its debtsthe Lessee becomes insolvent, make makes an assignment for the benefit of its creditors, offers a composition or shall commit an act extension of bankruptcyany of its indebtedness or if the Lessee, without the Lessor`s prior written consent, attempts to remove, sell, transfer, encumber, sublet or part with the possession of said Equipment, or if the Lessor deems its Equipment to be in jeopardy, the Lessor may deem the lease to be in default. If the default is not remedied by the Lessee within five (5) days of any written notice, then the Lessor or its agent shall admit in writing its inability have the right to pay its debts as they exercise any one or more of the following remedies: (a) to declare the entire amount of rent herein immediately due and payable, without notice or demand to the Lessee, (b) to xxx for and recover from the Lessee an amount equal to the unpaid balance of the rent due and to become duedue during the term of this Lease Contract and (c) to enter upon Lessee`s premises, with or shall seek a compositionwithout notice, readjustment, arrangement, liquidation, dissolution court order or insolvency proceeding under any present or future statute or other process of law, to take possession of any or shall file a petition under all items of Equipment without demand or notice wherever same may be located. Upon retaking possession of any chapter or all items of federal Bankruptcy Code or any similar lawEquipment, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay Lessor may at its debts as they become due, or shall fail to obtain a dismissal of such case within sixty option: (60i) days after its commencement or convert rent the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its propertyrepossessed Equipment, or any part thereof, in to any proceeding for third party on which terms and conditions as the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be dischargedLessor may determine, or such jurisdiction shall not be relinquished(ii) sell the Equipment, vacated or stayed within sixty (60) days any part thereof, to the highest bidder at a public auction or at a private sale. All net proceeds of the appointment. Upon occurrence of an Event of Default hereunder, foregoing shall be applied against amounts owing pursuant to the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option terms of the Payee hereof and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable Lease Contract after deducting all reasonable costs incurred in fullconnection with such disposition. In such event, Payee shall have and may exercise Lessee herby waives any and all rights damages occasioned by such taking of possession. Any said taking possession shall not constitute a termination of this Lease Contract and remedies available shall not relieve the Lessee of its original obligations herein unless the Lessor expressly so notifies the Lessee in writing. Should nay legal proceedings be instituted by the Lessor any monies due and to become due herein or for the re-possession of the Equipment, the Lessee shall be liable for and pay for all reasonable attorney`s fees and costs incurred. Additionally, the Lessee shall pay to the Lessor as compensation for additional administrative and clerical work, an amount equal to 15% of the total amount payable hereunder. Interest on the total amount payable, at law or in equitythe rate of 18% per annum, will be calculated monthly from the date of default.

Default Remedies. Any one On the failure of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: (i) failure by Mortgagor to pay any of the Maker to make any payment of principal taxes, assessments, debts, liens or interest when other charges as the same becomes become due and payable, said failure continuing for thirty (30) days or more; to insure the Mortgaged Property or (ii) if Maker shall fail to pay its debts, make an assignment for deliver the benefit policies of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts insurance as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy caseherein provided, or to be adjudged a bankruptcy perform any of the Mortgagor's agreements contained in this Mortgage or insolventany other instrument evidencing or securing payment of the indebtedness hereby secured, or shall have a custodianthe Mortgagee is hereby authorized, trustee or receiver appointed forat the Mortgagee's option, or have any court take jurisdiction of its propertyto: (a) insure the Mortgaged Property, or any part thereof, in and pay the costs of such insurance; (b) pay such taxes, assessments, debts, liens or other charges herein described, or any proceeding part thereof; and (c) remedy the Mortgagor's failure to perform hereunder and pay the costs associated therewith. The Mortgagor hereby agrees to refund on demand all sums so paid; and any sums so paid shall become a part of the indebtedness hereby secured; provided, however, that the retention of a lien hereunder for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver any sum so paid shall not be dischargeda waiver of subrogation or substitution which the Mortgagee might otherwise have. In the event of the failure of the Borrower to make a loan payment as required by the terms of the Note, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days to pay any of the appointment. Upon occurrence of an Event of Default hereundertaxes, assessments, debts, liens or other charges herein described, or to keep the entire outstanding principal balance and any unpaid interest then accrued under this NoteMortgaged Property insured in the manner herein provided, shall at or to deliver renewal policies in the option manner herein provided, or in the case of the Payee hereof and without demand actual or notice threatened destruction, demolition, removal, condemnation or taking of all or any part of the Mortgaged Property or on the breach of any kind to of the undersigned terms of this Mortgage or any other person (includinginstrument evidencing or securing payment of the indebtedness hereby secured, but not limited tothen, any guarantor of such events, whether the Mortgagee has paid any of the taxes, liens or other charges, or procured the insurance, or remedied the Mortgagor's failure to perform, all as above mentioned, or not, shall constitute default hereunder. In the event of default the Mortgagee may either: (1) declare the principal of the Note and all other sums hereby secured, without deduction and without notice, to be immediately due and payable, and the Mortgagee shall be entitled to foreclose this Mortgage by judicial proceeding, and shall be entitled to enter into possession of the Mortgaged Property and to collect the rents, issues and profits thereof, and shall be entitled to have a receiver appointed to take possession of the Mortgaged Property without notice, which notice the Mortgagor hereby waives, notwithstanding anything contained in this Mortgage or any law heretofore or hereafter enacted, or (2) after thirty-five (35) days prior written notice of the specific default and right to cure sent by certified mail, declare the principal of the Note and all other sums hereby secured, without deduction, immediately due and payable, and the Mortgagee shall be entitled to foreclose this Mortgage by power of sale pursuant to the provisions of the Oklahoma Power of Sale Mortgage Foreclosure Act. On such default the Mortgagee shall be entitled to exercise all further and additional remedies as might now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available accorded to the Mortgagee at law or in equity.

Default Remedies. Any one With respect to each Lease, You will be in default if (1) You fail to pay any amount due under any Lease within 15 days of the following occurrences shall constitute due date, (2) You breach or attempt to breach any other term, representation or covenant in this Agreement, any Lease or in any other agreement now existing or hereafter entered into with Us or any Assignee, (3) an ----------------- "EVENT OF DEFAULT" event of default occurs under this Note: any obligation You may now or hereafter owe to any affiliate of Us or any Assignee, and/or (4) You and/or any guarantors or sureties of Your obligations under any Lease (i) failure by the Maker to make any payment of principal or interest when the same becomes due and payabledie, said failure continuing for thirty (30) days or more; or (ii) if Maker shall fail go out of business, (iii) commence dissolution proceedings, (iv) merge or consolidate into another entity, (v) sell all or substantially all of Your or their assets, or there is a change of control with respect to Your or their ownership, (vi) become insolvent, admit Your or their inability to pay its Your or their debts, (vii) make an assignment for the benefit of its creditorsYour or their creditors (or enter into a similar arrangement), (viii) file, or shall commit an act of there is filed against You or them, a bankruptcy, reorganization or shall admit in writing its inability to pay its debts as they become due, similar proceeding or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file for the appointment of a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodianreceiver, trustee or receiver appointed forliquidator, or have (ix) suffer an adverse change in Your or their financial condition. If You default under a Lease, We may do any court or all of the following: (A) cancel such Lease, (B) require You to promptly return the Equipment pursuant to Section 12, (C) take jurisdiction possession of its propertyand/or render the Equipment (including any software) unusable (and for such purposes You hereby authorize Us and Our designees to enter Your premises, with or any part thereofwithout prior notice or other process of law), and sell, lease or otherwise dispose of the Equipment on such terms and in any proceeding such manner as We may in Our sole discretion determine, (D) require You to pay to Us, on demand, liquidated damages in an amount equal to the sum of (i) all Payments and other amounts then due and past due under such Lease, (ii) all remaining Payments for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days remainder of the appointment. Upon occurrence Term of an Event such Lease discounted at a rate of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equity.3% per annum,

Default Remedies. Any one of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this NoteEvent of Default: (iIf a) failure by the Maker to make any payment of principal or interest when the same becomes due and payable, said failure continuing for thirty (30) days or more; or (ii) if Maker shall fail Lessee fails to pay its debtswhen due any rent or other amount required herein to be paid by Lessee, make or b) Lessee makes an assignment for the benefit of its creditors, whether voluntary or shall commit an act of involuntary, or c) a petition is filed by or against Lessee under any bankruptcy, insolvency or shall admit in writing its inability to pay its debts as they become duesimilar legislation, or shall seek a composition, readjustment, arrangement, liquidation, dissolution d) Lessee violates or insolvency proceeding under fails to perform any present provision of either this lease or future statute or lawany Acquisition Agreement, or shall file a petition under violates or fails to perform any chapter of federal Bankruptcy Code covenant or any similar law, state or federal, now or hereafter existingrepresentation made by Lessee herein, or shall become "insolvent" e) Lessee makes a bulk transfer of furniture, furnishings, fixtures or other equipment or inventory, or f) Lessee ceases doing business as that term a going concern or there is generally defined a change in the legal structure of ownership of Lessee, or a consolidation or merger of Lessee into or with another entity, which results, in the opinion of Lessor, in a material adverse change in Lessee's ability to perform its obligations under the Federal Bankruptcy Codelease, or shall g) any representation or warranty made by Lessee in this lease or in any involuntary bankruptcy case commenced against it file an answer admitting insolvency other document or inability agreement furnished by Lessee to pay its debts as they become due, Lessor shall prove to have been false or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, misleading in any proceeding for the purpose material respect when made or when deemed to have been made. An Event of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver Default with respect to any Equipment Schedule shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of constitute an Event of Default for all Equipment Schedules. Lessee shall promptly notify Lessor of the occurrence of any Event of Default. If an Event of Default occurs, Lessor shall have the right to exercise any one or more of the following remedies in order to protect the interest and reasonably expected profits and bargains of Lessor: a) Lessor may terminate this lease with respect to all or any part of the Equipment, b) Lessor may recover from Lessee all rent and other amounts then due and as they shall thereafter become due hereunder, c) Lessor may take possession of any or all items of Equipment, wherever the entire outstanding principal balance and any unpaid interest then accrued under this Notesame may be located, shall at the option of the Payee hereof and without demand or notice notice, without any court order or other process of law and without liability to Lessee for any kind damages occasioned by such taking of possession, and any such taking of possession shall not constitute a termination of this lease, d) Lessor may recover from Lessee, with respect to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights items of Equipment, and remedies with or without repossessing the Equipment the sum of (1) the total amount due and owing to Lessor at the time of such default, plus (2) an amount calculated by Lessor which is the present value at 5% per annum simple interest discount of all rent and other amounts payable by Lessee with respect to said item(s) from date of such payment to date of expiration of its Initial Term, plus (3) the "reversionary value" of the Equipment, which shall be determined by Lessor as the total cost of the Equipment less 60% of the total rent (net of sales/use taxes, if any) required to be paid pursuant to Paragraph 9; and which the parties agree is a reasonable estimate of such value; and upon the payment of all amounts described in clauses (1), (2) and (3) above, and e) Lessor may pursue any other remedy available at law or in equity, including but not limited to seeking damages or specific performance and/or obtaining an injunction. No right or remedy herein conferred upon or reserved to Lessor is exclusive of any right or remedy herein or by law or equity provided or permitted, but each shall be cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise, and may be enforced concurrently therewith or from time to time, but Lessor shall not be entitled to recover a greater amount in damages than Lessor could have gained by receipt of Lessee's full, timely and complete performance of its obligations pursuant to the terms of this lease plus accrued delinquent payments under Paragraph 21.

Default Remedies. Any one (a) Each of the following occurrences shall will constitute an ----------------- "EVENT OF DEFAULT" under this Notea default hereunder: (ia) Lessee fails to pay rent or any other amount when due under any Schedule and such failure by the Maker to make any payment of principal or interest when the same becomes due and payable, said failure continuing will continue for thirty five (305) days from the due date thereof; (b) Lessee breaches any of the other terms or morecovenants hereof (including without limitation any Schedule) or commits any other act of default specified in this Lease; (c) any representation or warranty of Lessee contained herein or in any other document or instrument delivered in connection herewith or made from time to time hereafter is false or misleading when made; (iid) if Maker shall fail Lessee or any Guarantor become insolvent or ceases to pay its debtsdo business as a going concern; (e) the Equipment or any Item is abused, make an illegally used, or misused; (f) Lessee or any Guarantor makes any assignment for the benefit of its creditors, receivership or shall commit an act of bankruptcythe like is filed with respect to Lessee, or shall admit in writing its inability any substantial part of Lessee's property is attached or a receiver, trustee or liquidator is appointed for Lessee or any substantial part of Lessee's property or whenever Lessor may deem itself insecure hereunder; (g) Lessee or any Guarantor fails to pay its debts as they become make any payment on indebtedness for borrowed money when due, or shall seek to make any payment on a composition, readjustment, arrangement, liquidation, dissolution lease or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become installment sale obligation when due, in each case when any applicable grace period for such obligation has expired and the lender, lessor or shall fail creditor has commenced to obtain a dismissal exercise any remedy, but only if the indebtedness or other obligations for which payment is sought is an amount equal to or in excess of such case within $100,000; (h) final judgment for the payment of money aggregating in excess of $100,000 will be outstanding against Lessee for more than sixty (60) days after from the date of entry and will not have been discharged in full or stayed or fully bonded; or (i) Lessee or any Guarantor shall suffer any material adverse change in their financial position which may reasonably cause Lessor to feel the payment of rent hereunder may be impaired. On the occasion of any such default hereunder, Lessor, at its commencement option, may do any one or convert the case from one chapter more of the Federal Bankruptcy Code following: (1) declare this Lease and any or all Schedules in default upon notice to another chapterLessee, or be whereupon the subject entire amount of an order for relief in such bankruptcy case, or rent and all other amounts remaining to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for paid over the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days balance of the appointment. Upon occurrence term of an Event of Default all Equipment then leased hereunder, computed from the entire outstanding principal balance and any unpaid interest then accrued under this Notedate of Lessee's default, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), will become immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available be accelerated; (2) proceed by appropriate court action or actions at law or in equityequity or in bankruptcy to enforce performance by Lessee of the covenants and terms of this Lease and/or to recover damages for the breach thereof; (3) terminate this Lease and any or all Schedules upon notice to Lessee; (4) whether or not this Lease or any Schedules be so terminated, upon demand by Lessor, Lessee will return the Equipment consistent with its obligation in Section 6 hereof. Lessor may without notice to Lessee repossess the Equipment wherever found, with or without legal process, and for this purpose Lessor and/or its agents may enter upon any premises of or under control or jurisdiction of Lessee or any agent of Lessee without liability for suit, action or other proceedings by Lessee (any damages occasioned by such repossession being hereby expressly waived by Lessee except for the damages occasioned by gross negligence or willful misconduct, and remove the Equipment therefrom.

Default Remedies. Any one (A) In addition to any other acts or omissions designated in this Lease as Events of Default, each of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this NoteEvent of Default by Tenant hereunder: (i) the failure by the Maker to make any payment of principal Rent or interest any installment thereof or to pay any other sum required to be paid by Tenant under this Lease or under the terms of any other agreement between Landlord and Tenant and the continuance of such failure for more than five (5) days following written notice from Landlord to Tenant; provided, however, if, on two (2) occasions during any consecutive twelve (12) month period during the Term, Tenant fails to pay any installment of Rent when due but does pay the same becomes within five (5) days after notice of such failure, then Tenant' s subsequent failure to pay any installment of Rent when due during said twelve (12) month period shall constitute an Event of Default hereunder without the need for notice or grace period; (ii) the use or occupancy of the Premises for any purpose other than the Permitted Use without Landlord's prior written consent or the conduct of any activity in the Premises which constitutes a violation of law; (iii) if the interest of Tenant or any part thereof under this Lease shall be levied on under execution or other legal process and payable, said failure continuing for interest shall not have been cleared by said levy or execution or bonded around within thirty (30) days or morefrom the date thereof; or (iiiv) if Maker any voluntary or involuntary petition in bankruptcy or for corporate reorganization or any similar relief shall fail to pay its debts, be filed by or against Tenant or any guarantor of the Lease or if a receiver shall be appointed for Tenant or any guarantor or any of the property of Tenant or guarantor; (v) if Tenant or any guarantor of the Lease shall make an assignment for the benefit of its creditors, creditors or shall commit an act of bankruptcy, or if Tenant shall admit in writing its inability to pay its meet Tenant's debts as they become duemature; (vi) if, for more than five (5) days, any insurance required to be maintained by Tenant pursuant to this Lease shall be cancelled or terminated or shall expire or shall be reduced or materially changed, except, in each case, as permitted in this Lease, or mutually agreed to in writing by the parties, and provided that such five (5) day period shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter not delay Landlord's right to obtain insurance on behalf of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under Tenant and to charge Tenant for the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability cost thereof pursuant to pay its debts as they become due, or the terms of Section 9(D) of this Lease; (vii) if Tenant shall fail to obtain a dismissal promptly discharge or bond over any lien placed upon the Premises in violation of such case this Lease; (viii) if any Letter of Credit required to be maintained by Tenant pursuant to this Lease shall be cancelled or terminated or shall expire or shall be reduced or materially changed, except, in each case, as permitted in this Lease, or mutually agreed to in writing by the parties; (ix) if Tenant shall abandon or vacate the Premises during the Term; (x) if Tenant shall fail to execute and deliver an estoppel certificate or subordination agreement as required hereunder; or (xi) the failure to observe or perform any of the other covenants or conditions in this Lease which Tenant is required to observe and perform and which Tenant has not corrected within sixty thirty (6030) days after its commencement written notice thereof to Tenant; provided, however, that if said failure involves the creation of a condition which, in Landlord's reasonable judgment, is dangerous or convert the case from one chapter hazardous, Tenant shall be required to cure same within 24 hours after receipt of the Federal Bankruptcy Code to another chapternotice thereof, and if a default which is not dangerous or hazardous cannot reasonably be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or cured within thirty (30) days then Tenant shall have such additional period of time as is reasonably necessary to effect a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for cure provided that Tenant promptly commences the purpose of reorganization, arrangement, dissolution or liquidation, cure and such custodian, trustee, liquidator or receiver diligently pursues the same to completion; provided further that the cure periods set forth above shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days operate to delay any right of Landlord set forth in this Lease to perform on the appointment. Upon occurrence account of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equityTenant.

Default Remedies. Any one of In the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: event (i) failure by the Maker fails to make any payment when due under this note or under any other notes or obligations of principal or interest when the same becomes due and payableMaker to the Lender, said failure continuing for thirty (30) days or more; or (ii) if the Maker or any endorser or guarantor of this note shall fail to pay its debts, make an assignment for the benefit of its creditorsbe adjudged a bankrupt, or shall commit an act of file a petition in bankruptcy, or shall admit in writing its inability to pay its debts as they become duehave a petition filed against them, or shall seek (iii) the Maker or any endorser or guarantor of this note shall, in the sole opinion of the Lender, experience a compositionmaterial adverse change in its, readjustment, arrangement, liquidation, dissolution his or insolvency proceeding under any present or future statute or lawher financial condition, or (iv) a writ or order of attachment or garnishment shall file a petition under be issued or made against any chapter property of federal Bankruptcy Code the Maker or any similar law, state endorser or federal, now or hereafter existingguarantor of this note, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code(v) of dissolution, termination of existence, or material change in the ownership of the Maker of any endorser or guarantor of this note, or (vi) the Maker or any endorser or guarantor of this note fails to provide financial statements or other financial information on a timely basis when reasonably requested by the Lender, or (vii) the Bank in good faith deems itself insecure witx xxxxxxx xo repayment of this note, or in good faith believes that the prospect of payment is impaired, or (viii) of the death of any Maker or any endorser or guarantor of this note, or (ix) the Maker or any endorser or Guarantor of this Note shall default under or breach this Note, any other note, loan agreement, warranty or other agreement with Lender, then in any involuntary bankruptcy case commenced against it file an answer admitting insolvency such case, (a) the Lender may terminate any obligation of the Lender to make further advances under this note, and (b) the entire unpaid principal balance of and all accrued interest on this note and/or all liabilities of the Maker to the Lender shall be considered to be in default and, at the Lender's option, forthwith become due and payable without demand or inability to pay its debts as they become duenotice, and the Lender may sell at public or private sale any or all of the property securing this note, or shall fail to obtain a dismissal of substitutes therefor or additions thereto, and if such case within sixty (60) days after its commencement or convert sale be public, the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in Lender may purchase such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, property or any part thereof. The proceeds of any sale made hereunder, in after deducting any proceeding for expense incident to said sale, together with the purpose cost of reorganizationhandling said property, arrangementmay be applied by the Lender, dissolution as it shall deem proper, to any one or liquidationmore or all of the liabilities of the Maker to the Lender, whether such liabilities are due or not, and such custodianthe balance of said proceeds, trusteeif any, liquidator shall be returned to the Maker. If any Maker is a corporation, partnership, limited partnership, limited liability company or receiver shall not be dischargedany other type of business entity, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days the happening of any of the appointment. Upon occurrence of an Event of Default hereunderfollowing events without the Lender's prior written consent shall render this note in default and, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof Lender, immediately due and payable without demand or notice notice: (1) a merger or consolidation of the Maker or any subsidiary of the Maker with or into any corporation or other legal entity, or a merger or consolidation of one or more other such entities with or into the Maker; (2) the sale, lease, transfer or other disposition of all or any substantial part of the assets of the Maker, whether now owned or hereafter acquired; (3) an acquisition by the Maker of all or substantially all of the assets or outstanding capital stock of any kind other business entity; or (4) any one or more transfers, sales or other dispositions of shares of any class of stock of the Maker by shareholders on the date of this note, or the issuance by Maker on one or more occasions of shares of any class of stock of the Maker to persons not shareholders of the undersigned Maker on the date of this note, which in the aggregate would cause 50% or any more of the then outstanding shares of such class of stock to be owned by persons other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in fullthan one of the shareholders of the Maker on the date of this note. In such event, Payee shall have and may Failure of the holder of this note to exercise any and all of its rights and remedies available at law shall not constitute a waiver of any provision of this note, or in equityof any security agreement, instrument or document (including without limitation any guaranty) securing Maker's obligations under this note, or of any such holder's rights and remedies, nor shall it prevent the holder from exercising any rights or remedies with respect to the subsequent happening of the same or similar occurrences. All remedies of the holder hereof shall be cumulative to the greatest extent permitted by law.

Default Remedies. Any one (a) Acceleration -- If an Event of Default exists, any Holder or Holders holding more than 25% in principal amount of the following occurrences Notes of any Series then outstanding (exclusive of Notes then owned by the Company or any Restricted Subsidiaries and any Affiliates of any such Persons) may exercise any right, power or remedy permitted to such Holder or Holders by law, and shall constitute have, in particular, without limiting the generality of the foregoing, the right, by notice in writing to the Company, to declare the entire principal and all interest accrued on all the Notes of such Series then outstanding to be, and such Notes shall thereupon become, forthwith due and payable (the date upon which such amounts so become due and payable being hereinafter referred to as the "Acceleration Date"), together with (to the extent not prohibited by applicable law) an ----------------- "EVENT OF DEFAULT" under amount equal to the Make Whole Amount without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived; the Company will forthwith pay to the Holders the entire principal of and interest accrued on such Notes together with the Make Whole Amount specified above. The foregoing provisions of this Note: Section 9.2(a) to the contrary notwithstanding, (i) failure by during the Maker to make any payment of principal or interest when the same becomes due and payable, said failure continuing for thirty (30) days or more; or (ii) if Maker shall fail to pay its debts, make an assignment for the benefit of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence existence of an Event of Default hereunderdescribed in Section 9.1(a) and irrespective of whether any Holder or Holders holding more than 25% in principal amount of Notes of any Series then outstanding have declared all the Notes of such Series to be due and payable pursuant to this Section 9.2(a), any Holder of Notes who or which has not consented to any waiver with respect to such Event of Default may, at his or its option, by notice in writing to the Company, declare the Notes then held by such Holder to be, and such Notes shall thereupon become, forthwith due and payable together with all interest accrued thereon (and, to the extent not prohibited by applicable law, the entire Make Whole Amount provided for above) without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, and (ii) when any Event of Default described in Section 9.1(f), 9.1(g) or 9.1(h) has occurred, all Notes then outstanding principal balance shall thereupon become forthwith due and any unpaid payable together with all interest then accrued under this Notethereon (and the Make Whole Amount provided for above) without presentment, shall at the option of the Payee hereof and without demand or notice of any kind kind, all of which are hereby expressly waived, and the Company shall forthwith pay to the undersigned or any other person (includingHolders thereof the entire principal of, but not limited tointerest accrued on, any guarantor now or hereafter existing), immediately become and be due and payable Make Whole Amount in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equityrespect of the Notes.

Default Remedies. Any one The occurrence of any of the following occurrences events shall constitute a Default (as such term is used herein): (a) within 5 days of Secured Party's giving notice thereof to Debtor of amounts due, non-payment of any amount payable under the Security Agreement or on any of the Liabilities or failure to perform any agreement of Debtor contained herein; (b) if any statement, representation or warranty of Debtor herein or in any other writing at any time furnished by Debtor to Secured Party is untrue in any material respect as of the date made and such Default is not cured by Debtor within fifteen days of Secured Party's giving notice thereof to Debtor; (c) if any Obligor (which term, as used herein, shall mean Debtor and each other party primarily or secondarily liable on any of the Liabilities) becomes insolvent or unable to pay debts as they mature or makes an ----------------- "EVENT OF DEFAULT" under this Note: assignment for the benefit of creditors, or any proceeding is instituted by or against any Obligor alleging that such Obligor is insolvent or unable to pay debts as they mature; (id) failure entry of any judgment against any Obligor in excess of $100,000.00; (e) death of any Obligor who is a natural person or of any general partner of any Obligor which is a partnership; (f) dissolution, merger or consolidation, or transfer of a substantial part of the property of any Obligor which is a corporation or a partnership; (g) default by the Maker to make Debtor in any payment of principal or interest when on any obligation for borrowed money in excess of $100,000.00 or in any payment on any lease obligations, beyond any period of grace provided with respect thereto or if Debtor shall default in the same becomes performance of any other agreement, term or condition contained in any agreement under which such obligation is created, if the effect of such default is to cause or permit the holder or holders of such obligations to cause such obligations to become due prior to stated maturity; (h) if Debtor is a corporation, if the current owners of Debtor's voting stock shall at any time fail to own and payable, said failure continuing for thirty (30) days or morecontrol a majority of Debtor's outstanding issued voting stock; or (iii) if Maker shall fail to pay its debts, make an assignment for the benefit of its creditors, or shall commit an act of bankruptcy, or shall admit there is a material adverse change in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code Debtor's or any similar law, state Obligor's financial condition or federal, now or hereafter performance after Debtor's execution of this Security Agreement. Whenever a Default shall be existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Codeall Notes and all other Liabilities may, or shall in notwithstanding any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part provisions thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof Secured Party and without demand or notice of any kind to the undersigned or any other person (includingkind, but not limited tobe declared, any guarantor now or hereafter existing)and thereupon immediately shall become, immediately become and be due and payable in full. In such eventpayable, Payee shall have and Secured Party may exercise from time to time any and all rights and remedies available to it under applicable law. Debtor agrees, in case of Default, to assemble, at its expense, all the Collateral at a convenient place acceptable to Secured Party and to pay all costs of Secured Party of collection of all Notes and all other Liabilities, and enforcement of rights hereunder, including reasonable attorney's fees and legal expenses, and expenses of any repairs to any realty or other property to which any of the Collateral may be affixed or be a part. Without limiting the foregoing, upon Default Secured Party may, to the fullest extent permitted by applicable law, without notice, advertisement, hearing or process of law of any kind, (a) enter upon any premises where any of the Collateral may be located and take possession of and remove such Collateral, (b) sell any or all of the Collateral, free of all rights and claims of Debtor therein and thereto, at any public or private sale, and (c) bid for and purchase any or all of the Collateral at any such sale. Debtor hereby expressly waives, to the fullest extent permitted by applicable law, any and all notices, advertisements, hearings or process of law in equityconnection with the exercise by Secured Party of any of its rights and remedies upon Default. If any notification of intended disposition of any of the Collateral is required by law, such notification, if mailed, shall be deemed reasonably and properly given if mailed at least five days before such disposition, postage prepaid, addressed to Debtor either at the address shown below or at any other address of Debtor appearing on the records of Secured Party. Any notice to Debtor may, if there is more than one undersigned, be given to all of the undersigned care of any one of the undersigned selected by Secured Party. Any proceeds of any of the Collateral may be applied by Secured Party to the payment of expenses in connection with the repossession, storage, sale, preparation for sale and the like, of the Collateral, including reasonable attorney's fees and legal expenses, and any balance of such proceeds may be applied by Secured Party toward the payment of such of the Liabilities, and in such order or application, as Secured Party may from time to time elect and Debtor shall remain liable for any deficiency.

Default Remedies. Any one At any time an Event of Default has occurred and is continuing, without any presentment, demand, protest, notice of protest and nonpayment, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank may, in its sole and absolute discretion, immediately: (a) terminate or suspend Seller’s right hereunder to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to the power of attorney conferred to Bank by Seller in connection with this Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: (i) failure by remedy after the Maker to make any payment of principal or interest when the same becomes due and payable, said failure continuing for thirty (30) days or more; or (ii) if Maker shall fail to pay its debts, make an assignment for the benefit of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunderspecified in Sections 9.1(e) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind proceeds thereof to the undersigned aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other person Warehouse Document, in such order and amounts determined by Bank; (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may c) exercise any and all its rights and remedies under any Pledge Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding the foregoing, if an Event of Default specified in Sections 9.1(e) or (f) occurs, fees and other sums due hereunder shall become automatically and immediately due and payable, both without any action by Bank and without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate, or any other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contrary. Notwithstanding any provision to the contrary herein or in any other Warehouse Document, the failure of any statement, representation or warranty made with respect to any specific Participated Mortgage Loan (including, without limitation, the representations and warranties set forth in Section 6.10 of this Agreement) to be true and correct shall not constitute an Event of Default hereunder, it being understood and agreed by the parties hereto that such statements, representations and warranties and any breach thereof shall be considered solely for the purpose of determining whether the Participation Interest in such Mortgage Loan is required to be repurchased under Section 4.8 of this Agreement.

Default Remedies. Any one (a) Upon the occurrence of any Event of Default specified in Sections 10(a)-10(l), Lender at its option may declare the Liabilities (principal, interest and other amounts) immediately due and payable without notice or demand of any kind, ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED BY BORROWER (except as and if otherwise specifically set forth herein), whereupon the entire unpaid principal balance of the following occurrences Liabilities, all interest accrued thereon, and any other Liabilities shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: (i) failure by the Maker to make any payment of principal or interest when the same becomes thereupon at once mature and become due and payable, said failure continuing for thirty (30) days or more; or (ii) if Maker shall fail to pay its debts, make an assignment for the benefit of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon the occurrence of an any Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existingspecified in Sections 10(m)-10(n), all Liabilities (principal, interest and other amounts) shall be immediately become and be automatically due and payable in fullwithout notice, demand or other action of any kind, ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED BY BORROWER. In such eventUpon the occurrence of any Event of Default, Payee shall have and Lender may exercise any and all rights and remedies available under this Agreement, any Related Document or other collateral document, and at law or in equity. The time of payment of the Liabilities is also subject to acceleration if an Event of Default occurs. (b) Lender may, by written notice to Borrower, at any time and from time to time, waive any Event of Default or Unmatured Event of Default, which shall be for such period and subject to such conditions as shall be specified in any such notice. In the case of any such waiver, Lender and Borrower shall be restored to their former position and rights hereunder, and any Event of Default or Unmatured Event of Default so waived shall be deemed to be cured and not continuing; but no such waiver shall extend to or impair any subsequent or other Event of Default or Unmatured Event of Default. No failure to exercise, and no delay in exercising, on the part of Lender of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of Lender herein provided are cumulative and not exclusive of any rights or remedies provided by law. 12.

Default Remedies. Any one of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: (i) failure by the Maker to make any payment of principal or interest when the same becomes due and payable, said failure continuing for thirty (30) days or more; or (ii) if Maker shall fail to pay its debts, make an assignment for the benefit of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of If an Event of Default hereundershall occur and be continuing, the entire outstanding Lender may, or the Lenders in respect of a majority in aggregate principal balance and any unpaid interest then accrued under this Note, shall at the option amount of the Payee hereof and without demand Advances outstanding may instruct the Collateral Agent to, exercise any right, power or notice remedy permitted to it by law, either by suit in equity or by action at law, or both, whether for specific performance of any kind covenant or agreement contained in the Program Documents or in the Note or for an injunction against a violation of any of the terms of the Program Documents or such Advance or in aid of any exercise of any power granted to such Lender or to the undersigned Collateral Agent in the Program Documents or in such Advance, or may proceed to enforce payment of such Advance or to enforce any other person (including, but not limited to, legal or equitable right of the Lender. No remedy herein or in the Security Agreement conferred upon the Lender or the Collateral Agent is intended to be exclusive of any guarantor other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing)existing at law, immediately become in equity, by statute or otherwise. No course of dealing on the part of the Lender or the Collateral Agent, or any delay or failure on the part of the Lender or the Collateral Agent to exercise any right or power, shall operate as a waiver of such right or power or otherwise prejudice the rights, powers and remedies of the Lender or the Collateral Agent or of any other Lender or the Collateral Agent. No failure to insist upon strict compliance with any covenant, term, condition or other provision of the Program Documents or the Note shall constitute a waiver by the Lender or the Collateral Agent of any such covenant, term, condition or other provision or of any Default or Event of Default in connection therewith. To the extent effective under applicable law, the Borrower hereby agrees to waive, and does hereby absolutely and irrevocably waive and relinquish, the benefit and advantage of any valuation, stay, appraisement, extension or redemption laws now existing or that may hereafter exist that, but for this provision, might be applicable to any sale made under any judgment, order or decree of any court, or otherwise, based on the Advances or on any claim for interest and fees in respect of the Advances. If an Event of Default shall occur, and be due continuing, the Borrower will pay to the Lender or the Collateral Agent, to the extent not prohibited by applicable law and payable not paid in full. In accordance with the Security Agreement, such eventfurther amount as shall be sufficient to cover the reasonable costs and expenses of collection and of the taking of remedial actions and the maintenance of enforcement proceedings, Payee shall have including, without limitation, reasonable and may exercise any necessary attorneys' fees and all rights and remedies available at law or in equitydisbursements.

Default Remedies. Any (A) If at any time prior to or during the Demised Term, any one or more of the following occurrences events (referred to as "Events of Default") shall constitute an ----------------- "EVENT OF DEFAULT" under this Noteoccur: (i) failure if Tenant shall default in the payment when due of any installment of Fixed Rent or in the payment when due of any other sums due Owner hereunder, and such default shall continue for a period of ten (10) days after notice by Owner to Tenant of such default, or (ii) if Tenant shall default in the Maker observance or performance of any term, covenant or condition (other than the covenants to make any payment of principal Fixed Rent or interest when the same becomes other sums due Owner) of this Lease on Tenant's part to be observed or performed and payable, said failure continuing for Tenant shall fail to remedy such default within thirty (30) days or moreafter notice by Owner to Tenant of such default; or (iiiii) if Maker Tenant shall fail to pay its debtsfile a voluntary petition in bankruptcy or insolvency, or such proceeding shall be commenced against Tenant or Tenant shall be adjudicated a bankrupt or insolvent, or Tenant shall file or there shall be filed against Tenant any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, or Tenant shall make an assignment for the benefit of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or Tenant shall seek a compositionor consent to or acquiesce in the appointment of any trustee, readjustment, arrangement, liquidation, dissolution receiver or insolvency proceeding under any present liquidator for Tenant or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, all or any part thereofof Tenant's property; or (iv) if Tenant shall desert or abandon the Demised Premises or Tenant's equipment; or (v) if Tenant's interest in this Lease shall devolve upon or pass to any person, whether by operation of law or otherwise except as provided in Article NINTH hereof then, upon the occurrence, at any time prior to or during the Demised Term, of any one or more of such Events of Default, Owner, at any time thereafter, at Owner's option, may give to Tenant a five (5) days' notice of termination of this Lease and, in any proceeding for the purpose event such notice is given, this Lease and the Demised Term shall come to an end and expire upon the expiration of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty said five (605) days with the same effect as if the date of expiration of said five (5) days were the expiration date of the appointmentDemised Term and this Lease, but Tenant shall remain liable for damages and all other sums payable pursuant to law. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued Any notice given by Owner to Tenant under this Note, Article SIXTEENTH shall at be deemed a "ten day notice to quit" under the option provisions of Section 713 of the Payee hereof Real Property Actions and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equityProceedings Law.

Default Remedies. Any one (A) In addition to any other acts or omissions designated in this Lease as Events of Default, each of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this NoteEvent of Default by Tenant hereunder: (i) the failure by the Maker to make any payment of principal Rent or interest when any installment thereof or to pay any other sum required to be paid by Tenant under this Lease within five (5) business days after Landlord shall have provided written notice to Tenant that the same becomes is due, but such notice shall not be given more than twice in any twelve (12) month period such that any subsequent failure to make any such payment when due and payable, in said failure continuing twelve month period shall constitute an Event of Default hereunder without the need for thirty (30) days notice or moregrace period; or (ii) the use or occupancy of the Premises for any purpose other than the Permitted Use without Landlord's prior written consent or the conduct of any activity in the Premises which constitutes a violation of law; (iii) if Maker the interest of Tenant or any part thereof under this Lease shall fail to pay its debts, make an assignment be levied on under execution or other legal process and said interest shall not have been cleared by said levy or execution within fifteen (15) days from the date thereof; (iv) if any voluntary or involuntary petition in bankruptcy or for the benefit of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code corporate reorganization or any similar law, state relief shall be filed by or federal, now against Tenant or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter guarantor of the Federal Bankruptcy Code to another chapter, Lease or if a receiver shall be the subject of an order appointed for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, Tenant or any part thereof, in guarantor or any proceeding for of the purpose property of reorganization, arrangement, dissolution Tenant or liquidation, guarantor and such custodian, trustee, liquidator involuntary petition or appointment of a receiver shall is not be discharged, or such jurisdiction shall not be relinquished, vacated dismissed or stayed within sixty (60) days of the such filing or appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and ; (v) if Tenant or any unpaid interest then accrued under this Note, shall at the option guarantor of the Payee hereof and without demand Lease shall make an assignment for the benefit of creditors or if Tenant shall admit in writing its inability to meet Tenant's debts as they mature; (vi) if any insurance required to be maintained by Tenant pursuant to this Lease shall be cancelled or terminated or shall expire or shall be reduced or materially changed, except, in each case, as permitted in this Lease, or mutually agreed to in writing by the parties; (vii) if Tenant shall fail to discharge or bond over any lien placed upon the Premises in violation of this Lease within thirty (30) days after receiving written notice of the existence of such lien; (viii) if Tenant shall abandon or vacate the Premises during the Term; (ix) if Tenant shall fail to execute and deliver an estoppel certificate or subordination agreement as required hereunder; or (x) the failure to observe or perform any kind of the other covenants or conditions in this Lease which Tenant is required to the undersigned observe and perform and which Tenant has not corrected within twenty (20) days after written notice thereof to Tenant; provided however, that if such failure is not susceptible to being cured within such period of time, Tenant shall be entitled to such additional time as may be reasonably necessary so long as Tenant is diligently curing such failure and completes such cure within one hundred twenty (120) days thereafter; further provided, however, if such failure creates a condition that, in Landlord's reasonable judgement, is dangerous or any other person hazardous then Tenant shall be required to commence such cure within three (including3) business days following written notice and, but not limited to, any guarantor now or hereafter existingsubject to extension for Force Majeure (as defined in Section 30(G), immediately become and be due and payable in full. In ) complete such event, Payee shall have and may exercise any and all rights and remedies available at law or in equitycure within ten (10) business days.

Default Remedies. Any one breach or violation of any provisions of the following occurrences Lease by Subtenant shall be deemed to be and shall constitute an ----------------- "EVENT OF DEFAULT" a default by Tenant under the Lease. In the event (a) of any default by Tenant or Subtenant in the full performance and observance of any of their respective obligations under this Note: (i) failure by the Maker to make any payment of principal or interest when the same becomes due and payableConsent, said failure continuing for which default shall not be cured within thirty (30) days or more; after notice to the party in default (with a copy of such notice to the other party), or (iib) if Maker any representation or warranty of Tenant or Subtenant made herein shall fail prove to pay its debts, make an assignment for the benefit of its creditors, be false or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall misleading in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become duematerial respect, or shall fail to obtain a dismissal of then (i) such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapterevent may, or at Landlord’s option, be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of deemed an Event of Default hereunderunder the Lease and (ii) Landlord may give written notice of such default to the party in violation (with a copy of such notice to the other party), and if such violation shall not be discontinued or corrected within thirty (30) days after the entire outstanding principal balance giving of such notice, Landlord may, in addition to Landlord’s other remedies, revoke this Consent and any unpaid interest then accrued Subtenant shall have no further rights with respect to the Subleased Premises. Subject to Landlord’s right to require Subtenant to attorn or enter into a direct lease under this NoteParagraph 3 hereof, if Subtenant shall at fail to vacate and surrender the option Subleased Premises upon the expiration, rejection or earlier termination (whether voluntary or involuntary) of the Payee hereof and without demand or notice Lease, Landlord shall be entitled to all of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies which are available at law to a landlord against a tenant holding over after the expiration of a term. Subtenant expressly waives for itself and for any person claiming through or under Subtenant, any rights which Subtenant or any such person may have under 11 U.S.C. §365(h), including, without limitation, any right to remain in equitypossession of the Premises under §365(h)(l)(A)(ii) and any right of offset under §365(b)(1)(B) against any amounts due and owing to Landlord.

Default Remedies. Any one Upon the occurrence of an Event of Default, without any presentment, demand, protest, notice of protest and nonpayment, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank may, in its sole and absolute discretion, immediately: (a) terminate or suspend Seller’s right hereunder to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to the power of attorney conferred to Bank by Seller in connection with this Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: (i) failure by remedy after the Maker to make any payment of principal or interest when the same becomes due and payable, said failure continuing for thirty (30) days or more; or (ii) if Maker shall fail to pay its debts, make an assignment for the benefit of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunderspecified in Sections 9.1(e) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind proceeds thereof to the undersigned aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other person Warehouse Document, in such order and amounts determined by Bank; (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may c) exercise any and all its rights and remedies under any Pledge Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding the foregoing, if an Event of Default specified in Sections 9.1(e) or (f) occurs, fees and other sums due hereunder shall become automatically and immediately due and payable, both without any action by Bank and without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate, or any other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contrary.

Default Remedies. Any one In the event there is a default (meaning failure to pay on a due date as set forth in each Promissory Note or within 5 business days after written notice of such failure from the Payee) under either Promissory Note or there exists any material breach of any representation made by the Debtor or the Company herein, or the Debtor or the Company breaches any covenant hereunder or if any of the following occurrences events shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: occur and be continuing for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or otherwise): (i) failure by if Debtor or Company makes an assignment for the Maker benefit of creditors or admits in writing an inability to make any payment of principal or interest when the same becomes due and payable, said failure continuing for thirty (30) days or morepay its debts generally as they become due; or (ii) if Maker shall fail an order, judgment or decree is entered adjudicating Debtor or Company bankrupt or insolvent; or (iii) if Debtor or Company petitions or applies to pay its debts, make an assignment any tribunal for the benefit appointment of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed forof Debtor or Company, or have of any court take jurisdiction substantial part of its propertythe assets of Debtor or Company, or commences any part thereofproceedings relating to Debtor or Company under any bankruptcy, in any proceeding for the purpose of reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidationliquidation law of any jurisdiction, whether now or hereafter in effect; or (iv) if any such petition or application is filed, or any such proceedings are commenced, against Debtor or Company, and Debtor or Company by any act indicates its approval thereof, consent thereto, or acquiescence therein, or an order is entered appointing any such trustee or receiver, or approving the petition in any such proceedings, and such custodian, trustee, liquidator order remains unstayed and in effect for more than 90 days; or receiver shall not be discharged, (v) if Debtor or such jurisdiction shall not be relinquished, vacated Company dissolves or stayed within sixty (60) days otherwise ceases to conduct business in the ordinary course of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance Debtor's or Company's business as generally presently conducted (any and any unpaid interest then accrued under each such event described in this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and sentence being a "DEFAULT") Secured Party may exercise any and all rights available to a secured party under the UCC, in addition to any and remedies available all other rights afforded by this Agreement, at law or law, in equity, or otherwise, including, without limitation applying by appropriate judicial proceedings for appointment of a receiver for all or part of the Collateral (and Debtor hereby consents to any such appointment). If a foreclosure sale on Pledged Shares is Security Agreement Execution Copy - 11/25/2003 11:27 AM subject to SECTION 6 herein, then Secured Party will not foreclose on such Pledged Shares unless it has given at least ten (10) days written notice to Debtor and to the FCC, to the extent such notice is required under 47C.F.R. 22.937(f).

Default Remedies. Any one In the event that the Buyer shall breach this Agreements by failure to pay the sums required herein, and Seller shall not have breached any of its representations, warranties, covenants or obligations, the following occurrences Seller, upon 5 days written notice to Buyer, shall constitute an ----------------- "EVENT OF DEFAULT" under have the right to terminate this Note: (i) failure by Agreement, seek specific enforcement, damages or such other relief as it may elect, including to declare the Maker to make any payment of principal or interest when the same becomes entire unpaid balance immediately due and payable, retake possession of all property transferred by this Agreement, or any one or more of the above, and shall have the right and option to bring any action at law or equity to enforce the terms of this Agreement, and seek restitution or damages, if said sum is not paid within five (5) days of Buyer's receipt of a notice to that effect sent by Seller. In the event that either party shall otherwise substantially fail to comply with the terms, conditions, warranties, or representations of this Agreement, excluding the timely payment of sums as referred to in the paragraph immediately above, and said failure continuing for to comply is not cured within thirty (30) days or more; or (ii) if Maker shall fail of written notice by one party to pay its debts, make an assignment for the benefit of its creditorsother setting forth said failure to comply, or if either party shall commit an act of bankruptcy, be adjudicated bankrupt or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustmentif any proceeding against either seeking any reorganization, arrangement, liquidation, dissolution dissolution, or insolvency proceeding other similar relief under any the present or any future statute federal bankruptcy code shall remain undismissed or law, or shall file a petition under any chapter unstayed for an aggregate of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapterdays, or be the subject of an order for relief then in such bankruptcy caseevent, or a default may be declared by the party not in breach etc., in written notice to be adjudged a bankruptcy or insolventthe other, or shall have a custodianand the non-breaching party may declare the entire unpaid balance due hereunder immediately due and payable, trustee or receiver appointed for, or have any court take jurisdiction retake possession of its propertyall property transferred by this Agreement, or any part thereof, in any proceeding for one or more of the purpose of reorganization, arrangement, dissolution or liquidationabove, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have the right and may exercise any and all rights and remedies available option to bring an action at law or in equityequity to enforce the terms of this Agreement, and seek restitution, damages and specific performance.

Default Remedies. Any one If, at any time prior to Closing, Buyer fails to perform any of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" its other covenants or obligations under this Note: Agreement in any material respect which breach or default is not caused by a Seller Default (each, a "Buyer Default"), then Seller, as its sole and exclusive remedies, may elect to (i) failure terminate this Agreement by providing written notice to Buyer, whereupon the Maker parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, (ii) proceed to make Closing, in which case Seller shall be deemed to have waived such Buyer Default, or (iii) obtain a court order for specific performance with respect to Buyer hereunder. If, at or any payment of principal time prior to Closing, Seller fails to perform its covenants or interest when obligations under this Agreement in any material respect (each, a "Seller Default"), and no Buyer Default has occurred which remains uncured, then Buyer, as its sole and exclusive remedies, may elect to (l) terminate this Agreement, whereupon the same becomes due and payableparties shall have no further rights or obligations under this Agreement, said failure continuing for thirty (30) days or moreexcept those which expressly survive such termination; or (iim) if Maker Seller shall fail have then obtained the Ability to pay its debtsConvey, make an assignment for proceed to Closing without any reduction in or setoff against the benefit of its creditorsPurchase Price, or in which case Buyer shall commit an act of bankruptcybe deemed to have waived such Seller Default. If Seller shall have then obtained the Ability to Convey, or and the Owner Parties shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall default in any involuntary bankruptcy case commenced material respect in any obligations of Seller hereunder that were assumed by the Owner Parties in joining in the execution under this Agreement, Buyer's sole and exclusive remedies against either the Owner Parties or Seller shall be (y) to seek an action for specific performance against the Owner Parties solely with respect to the obligations of Seller hereunder that were assumed by the Owner Parties in joining in the execution of this Agreement or (z) to terminate this Agreement immediately upon written notice thereof to Seller, it file an answer admitting insolvency or inability being understood by the parties hereto that Buyer shall not have any right to pay its debts pursue any such remedies without having delivered the written notice as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or aforesaid. The parties hereto agree that Buyer's remedies hereunder as between Owner Parties and Seller are not cumulative and that Seller shall have a custodian, trustee or receiver appointed for, or have no liability for any court take jurisdiction obligation of its property, or any part thereof, Seller that was assumed by the Owner Parties in any proceeding for joining in the purpose execution of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equityAgreement.

Default Remedies. Any (a) Grantor will be in default under this Deed of Trust upon the occurrence of any one or more of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this Noteevents: (i) failure by Any payment is not made when due under the Maker to make Note, this Deed of Trust or any payment of principal or interest when the same becomes due and payable, said failure continuing for thirty (30) days or moreother Loan Document; or (ii) There is a default under, a breach of, or failure to perform any other covenant, agreement or obligation to be performed under this Deed of Trust or any other Loan Document or under any guaranty of all or any part of the Secured Obligations; (iii) Any representation or warranty contained in this Deed of Trust or any other Loan Document, or any financial information furnished to Beneficiary in connection with the Loan, proves to be false or misleading in any material respect; (iv) Grantor defaults under any lease or other contract or agreement relating to the collateral, and such default is not cured within the applicable cure period, if Maker shall fail any; (v) Grantor, or the maker of the Note if different from Grantor, is in default with respect to any other loan from Beneficiary to Grantor and/or such other borrower; (vi) Grantor, any maker of -11- the Note if different from Grantor, or any guarantor of the Loan fails to pay his, her or its debtsdebts generally as they become due, make or files a petition or action for relief under any bankruptcy, or Organization or insolvency laws or makes an assignment for the benefit of its creditors, or shall commit (vii) an act involuntary petition is filed against Grantor, any maker of the Note if different from Grantor, or any guarantor of the Loan under any bankruptcy, reorganization or shall admit in writing its inability to pay its debts as they become dueother insolvency laws, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, receiver or trustee is appointed to take, possession, custody or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days control of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned Collateral or any other person (includingproperties or assets of Grantor, but not limited toof any maker of the Note if different from Grantor, or of any guarantor now of the Loan and such petition or hereafter existing)appointment is not set aside, immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law withdrawn or in equitydismissed within thirty (30) days from the date of filing or appointment.

Default Remedies. (a) Any one breach or violation of any provisions of the following occurrences Lease by Subtenant shall be deemed to be and shall constitute an ----------------- "EVENT OF DEFAULT" a default by Tenant under this Note: the Lease. In the event (i) failure of any default by Tenant in the Maker to make any payment full performance and observance of principal or interest when the same becomes due and payableits obligations under this Consent, said failure continuing for which default shall not be cured within thirty (30) days or more; after notice to Tenant (with a copy of such notice to Subtenant) (provided that, for such defaults that cannot with reasonable diligence be cured within thirty (30) days, such thirty (30) day period shall be extended for so long as Tenant is making reasonable and diligent efforts to cure same, but in no event beyond sixty (60) days), or (ii) if Maker any representation or warranty of Tenant made herein shall fail prove to pay its debtsbe false or misleading in any material respect, make then such event may, at Landlord’s option, be deemed an assignment for Event of Default under the benefit Lease. In the event (a) of any default by Subtenant in the full performance and observance of any of its creditorsobligations under this Consent, or which default shall commit an act of bankruptcy, or shall admit in writing its inability not be cured within thirty (30) days after notice to pay its debts as they become due, or shall seek Subtenant (with a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal copy of such case notice to Tenant) (provided that, for such defaults that cannot with reasonable diligence be cured within thirty (30) days, such thirty (30) day period shall be extended for so long as Subtenant is making reasonable and diligent efforts to cure same, but in no event beyond sixty (60) days after its commencement days), or convert (b) any representation or warranty of Subtenant made herein shall prove to be false or misleading in any material respect, then Landlord may seek a claim against Subtenant of damages for any injury, inconvenience or loss caused thereby. Subject to Landlord’s right to require Subtenant to attorn to Landlord pursuant to the case from one chapter Sublease or the New Lease under Section 3 hereof, if Subtenant shall fail to vacate and surrender the Premises upon the expiration, rejection or earlier termination (whether voluntary or involuntary) of the Federal Bankruptcy Code Lease, then (x) Landlord shall be entitled to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days all of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies which are available at to a landlord against a tenant holding over after the expiration of a term and (y) without limiting Landlord’s rights against Tenant under the Lease or Tenant’s rights against Subtenant under the Sublease, Subtenant shall be directly liable to Landlord under the holdover provisions of the Lease with respect to the Premises. Subtenant expressly waives for itself and for any person claiming through or under Subtenant, any rights which Subtenant or any such person may have under 11 U.S.C. §365(h), including, without limitation, any right to remain in possession of the Premises under §365(h)(1)(A)(ii) and any right of offset under §365(h)(1)(B) against any amounts due and owing to Landlord. Further, Subtenant expressly waives for itself and for any person claiming through or under Subtenant, any rights which Subtenant or any such person may have under the provisions of Section 2201 of the New York Civil Practice Law and Rules and of any successor law or of like import then in equityforce, in connection with any holdover summary proceedings which Landlord may institute to enforce the foregoing.

Default Remedies. Any one In the event that Buyer shall breach this Agreements by failure to pay the sums required herein, and Seller shall not have breached any of its representations, warranties, covenants or obligations, the following occurrences Seller, upon 5 days written notice to Buyer, shall constitute an ----------------- "EVENT OF DEFAULT" under have the right to terminate this Note: (i) failure by Agreement, seek specific enforcement, damages or such other relief as it may elect, including to declare the Maker to make any payment of principal or interest when the same becomes entire unpaid balance immediately due and payable, retake possession of all property transferred by this Agreement, or any one or more of the above, and shall have the right and option to bring any action at law or equity to enforce the terms of this Agreement, and seek restitution or damages, if said sum is not paid within five (5) days of Buyer's receipt of a notice to that effect sent by Seller. In the event that either party shall otherwise substantially fail to comply with the terms, conditions, warranties, or representations of this Agreement, excluding the timely payment of sums as referred to in the paragraph immediately above, and said failure continuing for to comply is not cured within thirty (30) days or more; or (ii) if Maker shall fail of written notice by one party to pay its debts, make an assignment for the benefit of its creditorsother setting forth said failure to comply, or if either party shall commit an act of bankruptcy, be adjudicated bankrupt or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustmentif any proceeding against either seeking any reorganization, arrangement, liquidation, dissolution dissolution, or insolvency proceeding other similar relief under any the present or any future statute federal bankruptcy code shall remain undismissed or law, or shall file a petition under any chapter unstayed for an aggregate of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its the commencement thereof; or convert the case from one chapter if any Trustee receiver or liquidator of the Federal Bankruptcy Code to another chapter, either party shall be appointed without consent or be the subject acquiescence of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be dischargedthat party, or such jurisdiction appointment shall not be relinquished, vacated remain unvacated or stayed within unstayed for an aggregate of sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunderdays, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee a default may be declared by the party not in breach etc., in written notice to the other, and the non-breaching party may declare the entire unpaid balance due hereunder immediately due and payable, retake possession of all property transferred by this Agreement, or any one or more of the above, and shall have the right and may exercise any and all rights and remedies available option to bring an action at law or in equityequity to enforce the terms of this Agreement, and seek restitution, damages and specific performance.

Default Remedies. Any one of If the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: Lessee fails to pay any rent or other amount herein provided within five (i5) failure by the Maker to make any payment of principal or interest when the same becomes days after it is due and payable, said failure continuing or if the Lessee fails to observe, keep or perform any other provision of the Lease Contract, or if the Lessee ceases doing business as a going concern, or if a petition is filed by or against the Lessee under the Bankruptcy and Insolvency Act (Canada) or any amendment thereto, or if a receiver is appointed for thirty (30) days the Lessee or more; its property, or (ii) if Maker shall fail to pay its debtsthe Lessee becomes insolvent, make makes an assignment for the benefit of creditor s, offers a composition or extension of any of its creditorsindebtedness or if the Lessee, without the Lessor`s prior written consent, attempts to remove, sell, transfer, encumber, sublet or part with the possession of said Equipment, or if the Lessor deems its Equipment to be in jeopardy, the Lessor may deem the lease to be in default. If the default is not remedied by the Lessee within five (5) days of any written notice, then the Lessor or its agent shall commit have the right to exercise any one or more of the following remedies: (a) to declare the entire amount of rent herein immediately due and payable, without notice or demand to the Lessee, (b) to xxx for and recover from the Lessee an act amount equal to the unpaid balance of bankruptcythe rent due and to become due during the term of this Lease Contract and (c) to enter upon Lessee`s premises, with or shall admit in writing its inability to pay its debts as they become duewithout notice, court order or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or other process of law, to take possession of any or shall file a petition under all i tems of Equipment without demand or notice wherever same may be located. Upon retaking possession of any chapter or all items of federal Bankruptcy Code or any similar lawEquipment, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay Lessor may at its debts as they become due, or shall fail to obtain a dismissal of such case within sixty option: (60i) days after its commencement or convert rent the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its propertyrepossessed Equipment, or any part thereof, in to any proceeding for third party on which terms and conditions as the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be dischargedLessor may determine, or such jurisdiction shall not be relinquished(ii) sell the Equipment, vacated or stayed within sixty (60) days any part thereof, to the highest bidder at a public auction or at a private sale. All net proceeds of the appointment. Upon occurrence of an Event of Default hereunder, foregoing shall be applied against amounts owing pursuant to the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option terms of the Payee hereof and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable Lease Contract after deducting all reasonable costs incurred in fullconnection with such disposition . In such event, Payee shall have and may exercise Lessee herby waives any and all rights damages occasioned by such taking of possession. Any said taking possession shall not constitute a termination of this Lease Contract and remedies available shall not relieve the Lessee of its original obligations herein unless the Lessor expressly so notifies the Lessee in writing. Should nay legal proceedings be instituted by the Lessor any monies due and to become due herein or for the re-possession of the Equipment, the Lessee shall be liable for and pay for all reasonable attorney`s fees and costs incurred. Additionally, the Lessee shall pay to the Lessor as compensation for additional administrative and clerical work, an amount equal to 15% of the total amount payable hereunder. Interest on the total amount payable, at law or in equitythe rate of 18% per annum, will be calculated monthly from the date of default.

Default Remedies. Any one of the following occurrences (a) It shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: be a default hereunder if (i) failure by the Maker to make any payment of principal or interest when the same becomes due and payable, said failure continuing for thirty (30) days or more; or (ii) if Maker Tenant shall fail to pay any rent or other sums of money on the same is due (subject to the grace period described below); (ii) Tenant shall fail to comply with any provision of this Lease or any other agreement between Landlord and Tenant, and such failure shall not be cured within 30 days following Landlord’s giving of notice to Tenant specifying the particulars of such failure; (iii) the leasehold hereunder demised shall be taken on execution or other process of law in any action against Tenant; (iv) Tenant shall fail to promptly take possession of, open for and continuously operate its debts, make an assignment for business in the benefit of its creditors, Premises when the Premises are delivered to it and thereafter during the term hereof (it being intended that a vacating by Tenant shall be a default hereunder; (v) Tenant shall become insolvent or shall commit an act of bankruptcy, or shall admit in writing its inability unable to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under Tenant notifies Landlord that it anticipates either condition; (vi) Tenant takes any present or future statute or lawaction to, or shall notifies Landlord that Tenant intends to file a petition under any chapter of federal Bankruptcy Code section or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal National Bankruptcy Code to another chapterAct, as amended, or under any similar law or statue of the United States or any State thereof; or a petition shall be the subject filed against Tenant under any such statute or Tenant or any creditor of an order for relief in Tenant notifies Landlord that it knows such bankruptcy case, a petition will be filed or Tenant notifies Landlord that it expects such a petition to be adjudged filed; or (vii) a bankruptcy receiver or insolventtrustee shall be appointed for Tenant’s leasehold interest in the Premises or for all or a substantial part of the assets of Tenant. Not more than twice is any 12-month period, or Landlord shall have notify Tenant of a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidationmonetary default under this Lease, and Tenant shall be permitted to cure such custodian, trustee, liquidator or receiver shall not be discharged, or default within 10 days following the giving of such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equitynotice.

Default Remedies. Any one Each of the following occurrences shall will constitute an ----------------- "EVENT OF DEFAULT" under this Notea default hereunder: (ia) failure by Lessee fails to pay rent within five (5) days from and after the Maker to make any date such payment of principal or interest when the same becomes rent is due and payable, said failure continuing for thirty (30) days payable or more; or (ii) if Maker shall fail Lessee fails to pay any other amount when due under any Schedule; (b) Lessee fails to maintain the insurance required hereunder or breaches any other term, provision, obligation or covenant hereof (including without limitation any Schedule) or commits any other act of default specified in this Lease; (c) any representation or warranty of Lessee contained herein or in any other document or instrument delivered in connection herewith or made from time to time hereafter is false or misleading when made; (d) Lessee or any guarantor, surety, endorser or pledgor of property given to secure Lessee's obligations hereunder ("Guarantor") becomes insolvent, ceases to do business as a going concern, or transfers or sells all or substantially all of its debtsassets without the prior written consent of Lessor; (e) the Equipment or any Item is abused, make an illegally used, or misused; (f) the death, dissolution, merger, consolidation or reorganization of Lessee or any Guarantor; (g) Lessee or any Guarantor makes any assignment for the benefit of its creditors, or shall commit an act of if a petition in bankruptcy, reorganization, insolvency, receivership or shall admit in writing its inability the like is filed with respect to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code Lessee or any similar law, state Guarantor or federal, now property of Lessee or hereafter existing, any Guarantor is attached or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodianreceiver, trustee or receiver liquidator is appointed forfor Lessee or any Guarantor or any of Lessee's or Guarantor's property or whenever Lessor may deem itself insecure hereunder; (h) the transfer of more than a 25% ownership interest in Lessee or any Guarantor by shareholders, partners, members or proprietors thereof in any year without Lessor's prior written consent, (i) Lessee or any Guarantor (x) incurs any accumulated funding deficiency within the meaning of the Employee Retirement Income Security Act of 1974, as amended from time to time and the regulations thereunder, equal to 5% of Lessee's consolidated tangible net worth (as defined by generally accepted accounting principles), or have (y) incurs any court take jurisdiction liability of its propertycomparable size to the pension Benefit Guaranty Corporation, (j) Lessee or any material subsidiary or any Guarantor fails to comply with the provisions of the Fair Labor Standards Act of 1938, as amended, (k) Lessee or any Guarantor fails to pay or perform or observe any term, covenant, agreement or condition contained in, or there shall occur any part thereofpayment or other default under or as defined in, any other agreement applicable to Lessee or any Guarantor or by which Lessee or any Guarantor is bound (as used herein, an "Other Agreement") involving a liability, indebtedness or performance obligation of Lessee or any Guarantor with a potential liability to Lessee or any Guarantor in any proceeding for the purpose an amount equal to or in excess of reorganization$50,000, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver which shall not be dischargedremedied within the period of time (if any) within which such Other Agreement permits such default to be remedied, or regardless of whether such jurisdiction shall not be relinquished, vacated or stayed within sixty default (60i) days of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or is waived by any other person party to such Other Agreement or (includingii) produces or results in the cancellation of such Other Agreement or the acceleration of such liability, but not limited to, any guarantor now indebtedness or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equity.other obligation;

Default Remedies. Any one of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: (i) failure by the Maker to make any payment of principal or interest when the same becomes due and payable, said failure continuing for thirty (30) days or more; or (ii) if Maker shall fail to pay its debts, make an assignment for the benefit of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equity.

Default Remedies. Any one Lessee shall be deemed to be in default hereunder ("Default") if (a) Lessee refuses, without justification, to accept delivery of the following occurrences Equipment as provided in Section 4 hereof and execute and deliver an Acceptance Letter therefor; or (b) Lessee shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: (i) failure by the Maker fail to make any payment of principal or interest when hereunder within five (5) days after the same becomes due shall have become due; or (c) Lessee shall fail to comply with the provisions of Section 8 hereof; or (d) Lessee shall fail to perform or observe any other covenant or agreement made by it hereunder and payable, said such failure continuing shall continue unremedied for a period of thirty (30) days or moreafter written notice thereof to Lessee by Lessor; or (iie) if Maker Lessee shall fail consent to pay its debtsthe appointment of a receiver, make an assignment for the benefit trustee or liquidator of itself or of a substantial part of its creditors, or shall commit an act of bankruptcyproperty, or shall admit in writing its inability to pay its debts generally as they become come due, or shall seek make a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or lawgeneral assignment for the benefit of creditors, or shall file a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any chapter of federal Bankruptcy Code or any similar law, state or federal, bankruptcy laws (as now or hereafter existing, in effect) or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become duethe material allegation of a petition filed against Lessee in any such proceeding, or Lessee shall fail to obtain by voluntary petition, seek relief under the provisions of any other now existing or future bankruptcy or other similar law providing for the reorganization or windingup of corporations, or providing for an agreement, composition, extension or adjustment with its creditors; or (f) an order, judgment or decree shall be entered by any court of competent jurisdiction appointing, without the consent of the Lessee, a dismissal receiver, trustee, or liquidator of such case within Lessee or of any substantial part of its property, or any substantial part of the property of Lessee shall be sequestered or judgment or decree of appointment or sequestration shall remain in force undismissed, unstayed or unvacated for a period of sixty (60) days after its commencement the date of entry thereof; or convert (g) a petition against Lessee in proceedings under the case from one chapter of the Federal Bankruptcy Code to another chapter, federal bankruptcy laws or other insolvency laws (as now or hereafter in effect) shall be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, filed and such custodian, trustee, liquidator or receiver shall not be discharged, withdrawn or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equity.-------------------------------------------------------------------------------- THIS IS PAGE 7 OF 17 PAGES OF THIS AGREEMENT --------------------------------------------------------------------------------

Default Remedies. Any one (A) In addition to any other acts or omissions designated in this Lease as Events of Default, each of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this NoteEvent of Default by Tenant hereunder: (i) the failure by the Maker to make any payment of principal Rent or interest when any installment thereof or to pay any other sum required to be paid by Tenant under this Lease or under the same becomes due terms of any other agreement between Landlord and payable, said failure continuing for thirty Tenant after written notice and grace period of five (305) days or moreto cure (the notice and cure period shall not be offered for more than 2 defaults per 12 month period); or (ii) the use or occupancy of the Premises for any purpose other than the Permitted Use without Landlord’s prior written consent or the conduct of any activity in the Premises which constitutes a violation of law; (iii) if Maker the interest of Tenant or any part thereof under this Lease shall fail to pay its debts, be levied on under execution or other legal process and said interest shall not have been cleared by said levy or execution within fifteen (15) days from the date thereof; (iv) if any voluntary or involuntary petition in bankruptcy or for corporate reorganization or any similar relief shall be filed by or against Tenant or any guarantor of the Lease or if a receiver shall be appointed for Tenant or any guarantor or any of the property of Tenant or guarantor; (v) if Tenant or any guarantor of the Lease shall make an assignment for the benefit of its creditors, creditors or shall commit an act of bankruptcy, or if Tenant shall admit in writing its inability to pay its meet Tenant’s debts as they become duemature; (vi) if any insurance required to be maintained by Tenant pursuant to this Lease shall be cancelled or terminated or shall expire or shall be reduced or materially changed, except, in each case, as permitted in this Lease, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under mutually agreed to in writing by the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or parties; (vii) if Tenant shall fail to obtain a dismissal immediately discharge or bond over any lien placed upon the Premises in violation of such case this Lease; (viii) if Tenant shall abandon or vacate the Premises during the Term; (ix) if Tenant shall fail to execute and deliver an estoppel certificate or subordination agreement as required hereunder; or (x) the failure to observe or perform any of the other covenants or conditions in this Lease which Tenant is required to observe and perform and which Tenant has not corrected within sixty twenty (6020) days after its commencement or convert written notice thereof to Tenant, provided, however, that if (x) Tenant can not through best efforts correct such failure within said twenty (20) day period, and (y) Tenant has provided Landlord with written documentation detailing the case from one chapter steps taken to correct the failure prior to the twentieth (20th) day of the Federal Bankruptcy Code to another chaptersaid period, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or then Tenant shall have such longer period as is reasonably required to correct any such default not to exceed twenty (20) additional days; provided, however, that if said failure involves the creation of a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereofcondition which, in any proceeding for the purpose of reorganizationLandlord’s reasonable judgment, arrangementis dangerous or hazardous, dissolution or liquidation, and such custodian, trustee, liquidator or receiver Tenant shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed required to cure same within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equity24 hours.

Default Remedies. Any one of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this NoteEvent of Default: (iIf a) failure by the Maker to make any payment of principal or interest when the same becomes due and payable, said failure continuing for thirty (30) days or more; or (ii) if Maker shall fail Lessee fails to pay its debtswhen due any rent or other amount required herein to be paid by Lessee, make or b) Lessee makes an assignment for the benefit of its creditors, whether voluntary or shall commit an act of involuntary, or c) a petition is filed by or against Lessee under any bankruptcy, insolvency or shall admit in writing its inability to pay its debts as they become duesimilar legislation, or shall seek a composition, readjustment, arrangement, liquidation, dissolution d) Lessee violates or insolvency proceeding under fails to perform any present provision of either this lease or future statute or lawany Acquisition Agreement, or shall file a petition under violates or fails to perform any chapter of federal Bankruptcy Code covenant or any similar law, state or federal, now or hereafter existingrepresentation made by Lessee herein, or shall become "insolvent" e) Lessee makes a bulk transfer of furniture, furnishings, fixtures or other equipment or inventory, or f) Lessee ceases doing business as that term a going concern or there is generally defined a change in the legal structure of ownership of Lessee, or a consolidation or merger of Lessee into or with another entity, which results, in the opinion of Lessor, in a material adverse change in Lessee's ability to perform its obligations under the Federal Bankruptcy Codelease, or shall 9) any representation or warranty made by Lessee in this lease or in any involuntary bankruptcy case commenced against it file an answer admitting insolvency other document or inability agreement furnished by Lessee to pay its debts as they become due, Lessor shall prove to have been false or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, misleading in any proceeding for the purpose material respect when made or when deemed to have been made. An Event of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver Default with respect to any Equipment Schedule shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of constitute an Event of Default for all Equipment Schedules. Lessee shall promptly notify Lessor of the occurrence of any Event of Default. If an Event of Default occurs, Lessor shall have the right to exercise any one or more of the following remedies in order to protect the interests and reasonably expected profits and bargains of Lessor: a) Lessor may terminate this lease with respect to all or any part of the Equipment, b) Lessor may recover from Lessee all rent and other amounts then due and as they shall thereafter become due hereunder, c) Lessor may take possession of any or all items of Equipment, wherever the entire outstanding principal balance and any unpaid interest then accrued under this Notesame may be located, shall at the option of the Payee hereof and without demand or notice notice, without any court order or other process of law and without liability to Lessee for any kind damages occasioned by such taking of possession, and any such taking of possession shall not constitute a termination of this lease, d) Lessor may recover from Lessee, with respect to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights items of Equipment, end with or without repossessing the Equipment the sum of (1) the total amount due and remedies owing to Lessor at the time of such default, plus (2) an amount calculated by Lessor which is the present value at 5% per annum simple interest discount of all rent and other amounts payable by Lessee with respect to said item(s) from date of such payment to date of expiration of its Initial Term, plus (3) the "reversionary value" of the Equipment, which shall be determined by Lessor as the total cost of the Equipment less 60% of the total rent (net of sales/use taxes, if any) required to be paid pursuant to Paragraph 9; and which the parties agree is a reasonable estimate of such value; and upon the payment of all amounts described in clauses (1), (2) and (3) above, Lessee will become entitled to the Equipment as is, where is, without warranty whatsoever; provided, however, that if Lessor has repossessed or accepted the surrender of the Equipment, Lessor shall sell, lease or otherwise dispose of the Equipment in a commercially reasonable manner, with or without notice and on public or private bid, and apply the net proceeds thereof (after deducting all expenses, including attorneys' fees incurred in connection therewith), to the sum of (1), (2) and (3) above, and e) Lessor may pursue any other remedy available at law or in equity, including but not limited to seeking damages or specific performance and/or obtaining an injunction. No right or remedy herein conferred upon or reserved to Lessor is exclusive of any right or remedy herein or by law or equity provided or permitted; but each shall be cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise, and may be enforced concurrently therewith or from time to time, but Lessor shall not be entitled to recover a greater amount in damages than Lessor could have gained by receipt of Lessee's full, timely and complete performance of its obligations pursuant to the terms of this lease plus accrued delinquent payments under Paragraph 21. 23.

Default Remedies. Any one of the following occurrences shall constitute an ----------------- (a) Lessor may in writing declare this Agreement in default ("EVENT OF DEFAULT" under this NoteDefault") if: (i1) failure by the Maker Lessee breaches its obligation to make pay Rent or any payment other sum as and when due; (2) Lessee breaches any of principal its obligations under Section 17(b)(3) hereof or interest when the same becomes due any of its insurance obligations under Section 10 hereof; (3) Lessee breaches any of its other obligations hereunder and payable, said failure continuing for fails to cure that breach within thirty (30) days after written notice thereof; (4) any representation or morewarranty made by Lessee in connection with this Agreement shall be false or misleading in any material respect; (5) Lessee shall or shall attempt to (iiexcept as expressly permitted by the provisions of this Agreement) if Maker shall fail sell, transfer, encumber (except to pay its debts, make an assignment for the benefit extent of its creditorsa Permitted Lien), or shall commit an act of bankruptcyassign, any Equipment or any part thereof, or shall admit use any Equipment for an illegal purpose or permit the same to occur; (6) any certificate, statement, representation, warranty or audit contained herein or heretofore or hereafter furnished with respect hereto by or on behalf of Lessee proving to have been false in writing its inability to pay its debts any material respect at the time as they become dueof which the facts therein set forth were stated or certified, or having omitted any substantial contingent or unliquidated liability or claim against it; (7) LESSEE becomes insolvent or ceases to do business as a going concern; (8) Lessee shall seek file a composition, readjustment, arrangement, liquidation, dissolution voluntary petition in bankruptcy or insolvency a voluntary petition or an answer seeking reorganization in a proceeding under any present bankruptcy or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, receivership laws (as now or hereafter existing, in effect) or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become duethe material allegations of a petition filed against Lessee in any such proceeding, or shall fail to obtain Lessee shall, by voluntary petition, answer or consent, seek relief under the provisions of any other now existing or future bankruptcy, receivership or other similar law providing for the reorganization or liquidation of corporations, or providing for an agreement, composition, extension or adjustment with its creditors; (9) a dismissal of such case petition is filed against Lessee in a proceeding under applicable bankruptcy laws, receivership or other insolvency laws, as now or hereafter in effect, and is not withdrawn, stayed or dismissed within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapterthereafter, or be if, under the subject provisions of an order any law providing for relief in such bankruptcy casereorganization or liquidation of corporations which may apply to Lessee, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take of competent jurisdiction shall assume jurisdiction, custody or control of Lessee or of any substantial part of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodianjurisdiction, trusteecustody or control shall remain in force unrelinquished, liquidator unstayed or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within unterminated for a period of sixty (60) days days; (10) Lessee shall have terminated its corporate 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 prior to such Event: (x) such Person is organized and existing under the laws of the appointment. Upon occurrence United States or any state, and executes and delivers to Lessor an agreement containing an effective assumption by such Person of an Event the due and punctual performance of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued Lessee under this NoteAgreement; and (y) Lessor is reasonably satisfied as to the creditworthiness of such Person; (11) Lessee shall be in default under any other agreement between Lessee and Lessor or its Affiliates, or any material obligation (that is, for a committed amount in excess of $5,000,000) for borrowed money, for the deferred purchase price of property or any lease agreement; (12) effective control of Lessee's voting capital stock, issued and outstanding from time to time, is not retained by the present holders (unless: (A) Lessee shall at the option have provided thirty (30) days' prior written notice to Lessor of the Payee hereof proposed disposition and without demand Lessor shall have consented thereto in writing; or notice (B) the disposition of any kind Lessee's voting capital stock is pursuant to an initial public offering of such stock); and (13) there occurs an anticipatory repudiation of or a default under the Remarketing Support Agreement. Such declaration shall apply to all Schedules except as specifically excepted by Lessor. Any provision of this Agreement to the undersigned or any other person (includingcontrary notwithstanding, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and Lessor may exercise any and all rights and remedies available at law or in equityhereunder independently with respect to each Schedule.

Default Remedies. Any (a) The occurrence of any one of the following occurrences shall events will constitute an ----------------- a default by Lessee hereunder ("EVENT OF DEFAULT" under this Note: Event of Default"): (i) failure by the Maker to make pay when due and payable any payment of principal rent (original or interest when the same becomes due and payable, said failure continuing for thirty (30renewal) days or moreany other of Lessee's Obligations; or (ii) failure by Lessee to perform, keep and observe any term, provision, warranty, condition, covenant or representation hereunder that is required to be performed, kept or observed by Lessee (other than those contained in (i) above); (iii) if Maker shall fail any any time or times hereafter any material warranty, representation, statement, report or certificate now or hereafter made or furnished to pay its debtsLessor by or on behalf of Lessee is not true and correct; (iv) if any of the Equipment or all or a material part of Lessee's property is attached, seized, subjected to writ or distress warrant, or is levied upon, or comes within the possession of any receiver, trustee, custodian or assignee for the benefit of creditors and the same is not terminated or dismissed within twenty days thereafter; (v) the death of Lessee; (vi) the filing or commencement of any application, proceeding or case by Lessee for Lessee's dissolution or liquidation, the attempt by Lessee to make an assignment for the benefit of its Lessee's creditors, or shall commit an act the filing by Lessee of bankruptcyany case under the Bankruptcy Reform Act of 1978, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, whether state or federal, now for liquidation or hereafter existing, rehabilitation of Lessee or shall become "insolvent" as that term is generally defined under of any case for the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain appointment of a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodianreceiver, trustee or receiver appointed forcustodian for all or a material part of the property of Lessee; (vii) the filing against Lessee of any application, proceeding or have any court take jurisdiction of its property, or any part thereof, in any proceeding case for the purpose of reorganization, arrangement, Lessee's dissolution or liquidation, and such custodianor of any case against Lessee under the Bankruptcy Reform Act of 1978 or any similar law, trustee, liquidator whether state or receiver shall not be dischargedfederal, or of any case against Lessee for the appointment of a receiver, trustee or custodian for all or a material part of the property of Lessee, and any such jurisdiction shall application, proceeding or case is not be relinquished, vacated dismissed or stayed within sixty thirty days after the filing thereof; (60viii) days the filing of a notice of tax lien or the existence of any other lien, claim or encumbrance with respect to any of the appointment. Upon Equipment or all [illegible] material part of Lessee's property; (ix) if Lessee is enjoined, restrained or in any way prevented by court order or otherwise from conducting all or a material part of its business affairs in the ordinary course of such injunction or restraint is not dismissed or stayed within thirty days after the entry or filing thereof; (x) the occurrence of a default or Event of Default under any agreement, by and between Lessee and Lessor, instrument or document heretofore, now or at any time or times hereafter executed and delivered by Lessee to Lessor or any affiliate thereof; (xi) if Lessee is in default in the payment of any indebtedness to any third party and such default is declared and is not cured within the time, if any, specified therefor in any agreement governing the same; (xii) if Lessee fails to notify Lessor in writing and does not secure prior written approval from Lessor of any of the following changes regarding Lessee; legal name, entity type or structure, chief place of business or executive offices, or opening of an additional location or locations to conduct business and/or to store Lessor's Equipment; or (xiii) through Lessee's actions, Lessor's interest in its Equipment is jeopardized or in any way becomes junior to any creditor. (b) Upon an Event of Default hereunderDefault, the entire outstanding principal balance Lessor may, at its election and without notice or demand, exercise any unpaid interest then accrued under this Note, shall at the option one or more of the Payee hereof following remedies in order to protect the interest and without demand or reasonably expected profits and bargains of Lessor; (a) upon notice to Lessee terminate this Lease and all Lease Schedules executed pursuant thereto; (b) upon the occurrence of any kind Event of Default or anytime thereafter, or if Lessor decides, in its sole discretion, not to take possession of the undersigned or any other person (includingEquipment, Lessor continues to be the owner of the Equipment and may, but is not limited obligated to, any guarantor now dispose of the Equipment by sale or hereafter existing)otherwise, all of which determinations may be made by Lessor in its absolute discretion and for its own account; (c) declare immediately become and be due and payable all sums due and to become due hereunder for the full term of the Lease (including any renewal or purchase options which Lessee has contracted to pay); (d) with or without terminating this Lease, recover from Lessee damages, not as a penalty, but herein liquidated for all purposes and in full. In such event, Payee shall have an amount equal to the sum of: (i) any accrued and may exercise any unpaid rent as of the date of entry of judgment in favor of Lessor plus late charges and all rights other sums that may accrue hereunder; (ii) the present value of all future rentals reserved in the Lease and remedies available contracted to be paid over the unexpired term of the Lease discounted at law a rate equal to the discount rate of the Federal Reserve Bank of Philadelphia as of the date of entry of judgment in favor of Lessor plus one percent (1%), (iii) all commercially reasonable costs and expenses incurred by Lessor in any repossession, recovery, storage, repair, sale, release, or other disposition of the Equipment including reasonable attorneys' fees and costs incurred in equity.connection therewith or otherwise resulting from Lessee's default (inclusive of attorneys' fees, fees of collection agencies, and other costs incurred in the collection of the balance due); (iv) estimated residual value of the Equipment as of the expiration of this Lease or any renewal thereof (if such lease has been renewed), and (v) any indemnity, if then determinable. For purposes hereof, in the event that Lessee shall pay all sums due to Lessor under sections (i) through (v) of this paragraph prior to the date of entry of judgment, the date of payment shall be deemed to be the data of entry of judgment for purposes of this paragraph;

Default Remedies. Any one of In the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: event that, at any time, (i) failure Company or SFSI, reasonably and in good faith, determines that any Indemnified Company Party has suffered any Losses under the Merger Agreement (a "Default"), Company shall deliver to CB and the Escrow Agent a written notice (the "Default Notice"), which Default Notice shall specify, in detail, (i) a description of the alleged Default and (ii) the aggregate amount claimed as Losses by the Maker Indemnified Company Party under the Merger Agreement (the "Default Amount"). CB shall have a period of twenty (20) business days following the provision of the Default Notice within which to make any payment of principal deliver to Company a written notice (the "Response Notice"), which Response Notice shall advise Company (a) that CB and MB agree with the alleged Default and/or with the Default Amount set forth in the Default Notice, or interest when (b) that CB and MB do not agree with the same becomes due alleged Default and/or with the Default Amount set forth in the Default Notice. If (i) CB shall advise Company, in the Response Notice, that CB and payable, said failure continuing for thirty (30) days or more; MB agree with the alleged Default and the Default Amount set forth in the Default Notice or (ii) if Maker CB fails to send to Company a Response Notice, within the 20-days period described above, then no dispute shall fail exist and the Escrow Agent shall proceed, if so instructed by Company ("Company Instruction"), to pay its debtsdeliver to the Indemnified Company Party (i) an aggregate number of Pledged Shares equal to the Default Amount divided by the "Share Value" on the date of the Company Instruction. The Share Value shall mean the average of the final ask price of a share of Company's common stock during the 20-days period preceding the date of the Company Instruction. If, make an assignment for on the benefit other hand, CB shall advise Company in the Response Notice that CB and MB do not agree with the alleged Default and/or with the Default Amount set forth in the Default Notice (specifying in detail the Receiving Party's disagreement), a dispute (the "Dispute") shall be deemed to exist between Company, SFSI, CB and MB. Company and CB shall endeavor in good faith to resolve the Dispute by direct consultation and negotiation with each other. In the event Company and CB are unable to resolve the Dispute within ten (10) business days after the provision to Company of its creditorsthe Response Notice, or the Dispute shall commit an act be resolved by a court as provided in Section 9 (a) hereof. If, in accordance with the terms and provisions of bankruptcySection 9 (a) hereof, or shall admit such a court enters a final judgment in writing its inability favor of Company and/or SFSI, in addition to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or other remedies available at law, or they shall file be entitled to exercise all of the rights and remedies with respect to the Pledged Shares of a petition secured party under any chapter of federal Bankruptcy the Uniform Commercial Code or any similar other applicable law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equity.

Default Remedies. Any one of In the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this Noteevent: (i) failure Tenant fails to comply with any term, provision, condition or covenant of this Lease; (ii) N/A; (iii) any petition is filed by or against Tenant under any section or chapter of the Maker Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (iv) Tenant becomes insolvent or makes a transfer in fraud of creditors; (v) tenant makes an assignment for benefit of creditors; or (vi) a receiver is appointed for Tenant or any of the assets of Tenant, then in any of such events, Tenant shall be in default and Landlord shall have the option to make do any one or more of the following: upon ten (10) days prior written notice, for the payment of principal rent or interest when the same becomes due and payable, said failure continuing for additional rent upon thirty (30) days or more; or prior written notice for non-monetary defaults, provided, however, that Tenant shall not be in default of this Lease if it has commenced the cure within the thirty (ii30) if Maker shall fail day period and diligently prosecutes the same thereafter, in addition to pay its debts, make an assignment for the benefit and not in limitation of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or remedy permitted by law, to enter upon the Premised either with or shall file a petition under any chapter without process of federal Bankruptcy Code law, and to expel, remove and put out Tenant or any similar lawother persons who might be thereon, state together with all personal property found therein; and, Landlord may terminate this Lease or federalit may from time to time without terminating this Lease, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, rent said Premised or any part thereof, in any proceeding thereof for such term or terms (which may be for a term extending beyond the purpose of reorganization, arrangement, dissolution Term) and at such rental or liquidationrentals and upon such other terms, and such custodianconditions as Landlord in its sole discretion may deem advisable, trusteewith the right to repair, liquidator or receiver shall not be dischargedrenovate, or such jurisdiction shall not be relinquishedremodel, vacated or stayed within sixty (60) days of the appointmentredecorate, alter and change said Premises. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at At the option of Landlord, rents received by Landlord from such reletting shall be implied first to the Payee hereof and without demand or notice payment of any kind indebtedness from Tenant to the undersigned or Landlord other than rent and additional rent due hereunder; second, to payment of any other person (costs and expenses of such, including, but not limited to, attorney's fees, advertising fees and brokerage fees, and to the payment of, any guarantor now or hereafter existing)repairs, immediately become renovation, remodeling, redecorations, alterations and be changes in the Premises; third, to the payment of rent and additional rent due and payable hereunder the interest thereon; and, if after applying said rentals there is any deficiency in fullthe rent and additional rent and interest to be paid by Tenant to under this Lease, Tenant shall pay any such deficiency to Landlord and such deficiency shall be calculated and collected by landlord monthly. In No such eventre-entry or taking possession of said Premises shall be construed as an election of Landlord's part to terminate this lease unless a written notice of such intention be given to Tenant. Notwithstanding any such reletting without termination, Payee Landlord may at any time thereafter elect to terminate this Lease for such previous breach and default. Should thereafter elect to terminate this Lease by reason of any default, in addition to any other Landlord at any time terminate 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 and may exercise 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 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 hereunder with an attorney concerning or for the enforcement of any of Landlord's rights hereunder, then Tenant agrees in each and remedies available at law or in equityany such case to pay to Landlord, Landlord's reasonable attorney's fees.

Default Remedies. Any one Each of the following occurrences shall constitute constitutes an ----------------- "EVENT OF DEFAULT" under this Noteevent of “Default” by Seller: (ia) failure by to complete Services or deliver Goods within the Maker time or with the quality specified or guaranteed in this Agreement; (b) failure to make comply with any payment provisions of principal this Agreement, including breach of any warranty or interest when the same becomes due and payable, said failure continuing for thirty guarantee; (30) days or more; or (iic) if Maker shall fail to pay its debts, make an assignment for the benefit of its creditorsSeller is, or shall commit an act of bankruptcyadmits in writing that it is, or shall admit in writing its inability is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they become fall due, or shall seek including as a compositionresult of a failure to comply with a creditor's statutory demand; (d) if a controller (as defined in section 9 of the Corporations Xxx 0000 (Cth)), readjustmentreceiver, arrangementreceiver and manager, liquidationvoluntary administrator, dissolution or insolvency proceeding under any present or future statute or lawliquidator, provisional liquidator, scheme administrator, or shall file a petition under any chapter similar officer is appointed in respect of federal Bankruptcy Code Seller or any similar lawasset of Seller; (e) an application (not withdrawn or dismissed within 7 days) is made to a court for an order, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy caseis made, a meeting is convened or to be adjudged a bankruptcy or insolventresolution is passed, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution appointing a liquidator to Seller or liquidation, and such custodian, trustee, liquidator for the winding up of Seller; (f) Seller proposes any moratorium or receiver shall not be dischargedarrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or such jurisdiction shall not be relinquishedwhich has a substantially similar effect, vacated or stayed within sixty (60) days of the appointmentoccurs with respect to Seller under any law. Upon occurrence of an Event of Default hereunderSeller’s Default, the entire outstanding principal balance and any unpaid interest then accrued under this NoteBuyer may immediately, shall at the option of the Payee hereof and without demand or notice of any kind in addition to the undersigned or any other person (including, but not limited to, any guarantor now right or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall remedy it may have and may exercise any and all rights and remedies available at law or in equity: (i) terminate the relationship and/or any pending Orders with Seller and obtain a return of all money already paid to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, Buyer will have a right of set-off and may withhold from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigation.

Default Remedies. Any one of the following occurrences (a) It shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: be a default hereunder if (i) failure by the Maker Tenant shall fail to make pay any payment rent or other sums of principal or interest when money within ten (10) days after the same becomes is due and payable, said failure continuing for fails to cure the same within 10 days after receipt of written notice of the same; (ii) Tenant shall fail to comply with any other provision of this Lease or any other agreement between Landlord and Tenant and fails to cure the same within thirty (30) days after written notice of the same; (iii) the leasehold hereunder demised shall be taken on execution or moreother process of law in any action against Tenant; or (iiiv) if Maker Tenant shall fail to pay promptly take possession of, open for and continuously operate its debts, make an assignment for business in the benefit of its creditors, Premises when the Premises are delivered to it and thereafter during the term hereof (it being intended that a vacating by Tenant shall be a default hereunder); (v) Tenant shall become insolvent or shall commit an act of bankruptcy, or shall admit in writing its inability unable to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under Tenant notifies Landlord that it anticipates either condition; (vi) Tenant takes any present or future statute or lawaction to, or shall notifies Landlord that Tenant intends to file a petition under any chapter of federal Bankruptcy Code section or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal National Bankruptcy Code to another chapterAct, as amended, or under any similar law or statue of the United States or any State thereof; or a petition shall be the subject filed against Tenant under any such statute or Tenant or any creditor of an order for relief in Tenant notifies Landlord that it knows such bankruptcy case, a petition will be filed or Tenant notifies Landlord that it expects such a petition to be adjudged filed; or (vii) a bankruptcy receiver or insolvent, trustee shall be appointed for Tenant's leasehold interest in the Premises or shall have for all or a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any substantial part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence assets of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equityTenant.

Default Remedies. Any one If default shall be made in the payment of any sum required to be paid by Tenant under this Lease and such default shall continue for ten (10) days after payment thereof is due, or if default shall be made in the observance or performance of any of the following occurrences other covenants or conditions in this Lease which Tenant is required to observe and perform and such default shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: (i) failure by the Maker to make any payment of principal or interest when the same becomes due and payable, said failure continuing continue for thirty (30) days after written notice to Tenant (unless within such period Tenant has promptly commenced such cure and is diligently prosecuting the same to completion in which case Tenant shall be afforded a reasonable time, not to exceed sixty (60) days, to cure the default), or more; if any voluntary petition in bankruptcy or any similar relief shall be filed by Tenant, or if any involuntary petition in bankruptcy shall be filed against Tenant under any federal or state bankruptcy or insolvency act and shall not have been dismissed within sixty (ii60) days from the filing thereof, or if Maker a receiver shall fail to pay its debtsbe appointed for Tenant or any of the property of Tenant by any court and such receiver shall not have been dismissed within sixty (60) days from the date of appointment, or if Tenant shall make an assignment for the benefit of its creditors, or shall commit an act of bankruptcy, or if Tenant shall admit in writing its Tenant’s inability to pay its meet Tenant’s debts as they become mature, then, in addition to any other lawful remedy, Landlord, by notice to Tenant, may terminate this Lease and re-enter and take possession of the Premises or terminate Tenant’s right of possession without termination of this Lease. Landlord may (i) terminate this Lease and be entitled to recover, as damages, a sum of money equal to the excess of the value of the Rent provided to be paid by Tenant for the balance of the then existing Term, over the fair market rental value of the Premises after deduction of all anticipated expenses of reletting for said period; or (ii) terminate Tenant’s right of possession and may repossess the Premises by unlawful detainer suit, by taking peaceful possession or otherwise, without terminating this Lease, and relet the same for the account of Tenant, for such rent and upon such terms as shall be satisfactory to Landlord. If the rents to be paid pursuant to the terms of such reletting are insufficient to cover the Rent due hereunder and Landlord’s costs of reletting, Tenant shall pay to Landlord any deficiency therein as it becomes due, . No waiver of any default by Tenant shall be implied from any omission by Landlord to take any action on account of said default if such default persists or shall seek a compositionbe repeated, readjustment, arrangement, liquidation, dissolution and no express waiver shall affect any default other than the default specified in the express waiver and then only for the time and to the extent therein stated. No failure of Landlord to exercise any power given Landlord hereunder or insolvency proceeding under to insist upon strict compliance with any present obligation hereunder and no custom or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter practice of the Federal Bankruptcy Code parties at variance with the terms hereof shall constitute a waiver of Landlord’s right to another chapter, or be demand exact compliance with the subject terms hereof. The provisions of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or this section shall have a custodian, trustee or receiver appointed for, or have survive any court take jurisdiction termination of its property, or any part thereof, in any proceeding for the purpose this Lease. The rights and remedies of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued Landlord under this Note, Lease shall at the option of the Payee hereof be cumulative and without demand or notice of any kind in addition to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all other rights and remedies available which Landlord may have at law or in equity.

Default Remedies. Any one (a) Each of the following occurrences shall will constitute an ----------------- "EVENT OF DEFAULT" under this Notea default hereunder: (ia) Lessee fails to pay Rent or any other amount when due hereunder or under any Schedule, and such failure by has not been cured within fifteen (15) days after the Maker applicable due date for such payment; (b) Lessee fails to make maintain the insurance required hereunder, and such failure has not been cured within fifteen (15) days after the first date of any payment lapse in coverage thereunder (provided, that provision for such cure period shall in no way limit or impair any of principal Lessor's rights against Lessee with respect to any Casualty Occurrence or interest when the same becomes due similar insurable event hereunder); (c) Lessee breaches any other term, provision, obligation or covenant hereof (including, without limitation, any Schedule hereto) or commits any other act of default specified in this Lease, and payable, said failure continuing such breach continues unremedied for a period of thirty (30) days after written notice thereof to Lessee by Lessor; (d) any representation or morewarranty of Lessee contained herein or in any other document or instrument delivered in connection herewith or made from time to time hereafter is false or misleading in any material respect when made; or (iie) if Maker Lessee shall fail to pay its debts, make an assignment for the benefit of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay (i) be generally not paying its debts as they become due, ; or shall seek a composition, readjustment, arrangement, liquidation, dissolution (ii) take any action for purposes of invoking the protection of any bankruptcy or insolvency proceeding under any present or future statute or law, or shall file a otherwise have any such law invoked by any person against or with respect to Lessee on any material portion of its property, and any such action taken or petition under any chapter of federal Bankruptcy Code filed against Lessee or any similar law, state its property is not vacated or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case dismissed within sixty (60) days after days; and (f) Lessee shall have terminated its commencement corporate existence or, except in accordance with arrangements disclosed to Lessor in writing on or convert prior to the case from one chapter date of the Federal Bankruptcy Code to another chapterthis Lease, consolidated with, merged into, or conveyed or leased substantially all of its assets to any person, unless such person has first executed and delivered to Lessor an agreement or undertaking in form and substance reasonably satisfactory to Lessor, in Lessor's sole discretion, containing such person's full and effective assumption of, and its agreement to pay, perform, comply with and otherwise be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed liable for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be a due and payable in full. In such eventpunctual manner, Payee shall have and may exercise any and all rights and remedies available at law of Lessee's obligations having previously arisen, or then or thereafter arising, under or in equityconnection with this Lease and any Schedules hereto.

Default Remedies. Any one of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULTEvent of Default" under this NoteLease: If (ia) failure Lessee fails to pay when due any rent or other amount required herein to be paid by the Maker to make any Lessee and such non-payment of principal or interest when the same becomes due and payablecontinues for more than seven days after notice thereof from Lessor, said failure continuing for thirty (30) days or more; or (iib) if Maker shall fail to pay its debts, make Lessee makes an assignment for the benefit of its creditors, whether voluntary or shall commit an act of involuntary, or (c) a petition is filed by or against Lessee under any bankruptcy, insolvency or shall admit in writing its inability to pay its debts as they become duesimilar legislation, or (d) Lessee violates or fails to perform any provision of either this Lease or any Acquisition Agreement, or violates or fails to perform any covenant or representation made by Lessee herein, and fails to correct the same within seven days after notice thereof from Lessor, or (e) Lessee makes a bulk transfer of furniture, furnishings, fixtures or other equipment or inventory, or (f) Lessee ceases doing business as a going concern or terminates its existence, or (g) Lessee consolidates with, merges with or into, or conveys or leases all or substantially all of its assets as an entirety to any person or engages in any other form of reorganization, or there is a change in the legal structure of Lessee, in each case it results, in the opinion of the Lessor, in a material adverse change in Lessee's ability to perform its obligations under this Lease, or (h) any representation or warranty made by Lessee in this Lease or in any other document or agreement furnished by Lessee to Lessor shall seek a compositionprove to have been false or misleading in any material respect when made or when deemed to have been made, readjustment, arrangement, liquidation, dissolution or insolvency proceeding (i) Lessee shall be in default under any present material obligation for the payment of borrowed money or future statute or lawthe deferred purchase price of, or for the payment of any rent due with respect to, any real or personal property and such default continues for more than seven days after notice thereof from Lessor, or (j) Lessee shall file a petition be in default under any chapter of federal Bankruptcy Code other agreement now existing or hereafter made with Lessor or any similar law, state or federal, now or hereafter existingof Lessor's affiliates and such default continues for more than seven days after notice thereof from Lessor, or (k) any event or condition described in the foregoing clauses (b), (c), (e), (f), (g), (h) (in clauses (g) and (h) substituting the phrase "guaranty or other credit support document" for the word "Lease"), (i) or (j) shall become "insolvent" as that term is generally defined have occurred with respect to any guarantor of, or other party liable in whole or in part for, Lessee's obligations hereunder, or such guarantor or other party shall have defaulted in the observance or performance of any covenant, condition or agreement to be observed or performed by it under the Federal Bankruptcy Codeguaranty or other credit support document pursuant to which it is liable for Lessee's obligations hereunder, or such guaranty or other credit support document shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency have been revoked or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, terminated or shall have a custodianotherwise ceased, trustee or receiver appointed forfor any reason, or have to be in full force and effect. An Event of Default with respect to any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver Equipment Schedule shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of constitute an Event of Default for all Equipment Schedules. Lessee shall promptly notify Lessor of the occurrence of any Event of Default upon Lessee's receipt of notice or knowledge thereof (other than pursuant to Lessor's notice). If an Event of Default occurs, Lessor shall have the right to exercise any one or more of the following remedies in order to protect the interests and reasonably expected profits and bargains of Lessor: (a) Lessor may terminate this Lease with respect to all or any part of the Equipment, (b) Lessor may recover from Lessee all rent and other amounts then due and as they shall thereafter become due hereunder, (c) Lessor may take possession of any or all items of Equipment, wherever the entire outstanding principal balance and any unpaid interest then accrued under this Notesame may be located, shall at the option of the Payee hereof and without demand or notice notice, without any court order or other process of law and without liability to Lessee for any kind damages occasioned by such taking of possession, and any such taking of possession shall not constitute a termination of this Lease, (d) Lessor may recover from Lessee, with respect to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights items of Equipment, and remedies with or without repossessing the Equipment the sum of (1) the total amount due and owing to Lessor at the item of such default, plus (2) an amount calculated by Lessor which is the present value at 5% per annum simple interest discount of all rent and other amounts payable by Lessee with respect to said item(s) from date of such payment to date of expiration of its Initial Term, plus (3) the "reversionary value" of the Equipment, which shall be determined by Lessor as the total cost of the Equipment less 60% of the total rent (net of sales/use taxes, if any) required to be paid pursuant to Paragraph 9, and which the parties agree is a reasonable estimate of such value; and upon the payment of all amounts described in clauses (1), (2) and (3) above, Lessee will become entitled to the Equipment AS IS, WHERE IS, without warranty whatsoever; provided, however, that if the Lessor shall sell, lease or otherwise dispose of the Equipment in a commercially reasonable manner, with or without notice and on public or private bid, and apply the net proceeds thereof (after deducting all expenses, including attorneys' fees incurred in connection therewith), to the sum of (1), (2) and (3) above, and e) Lessor may pursue any other remedy available at law or in equity, including but not limited to seeking damages or specific performance and/or obtaining an injunction. No right or remedy herein conferred upon or reserved to Lessor is exclusive of any right or remedy herein or by law or equity provided or permitted; but each shall be cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise, and may be enforced concurrently therewith or from time to time, but Lessor shall not be entitled to recover a greater amount in damages than Lessor could have gained by receipt of the Lessee's full, timely and complete performance of its obligations pursuant to the terms of this Lease plus accrued delinquent payments under Paragraph 21.

Default Remedies. Any one On the occurrence of a Default under the Loan Agreement, the Secured Party may, at its option and without notice to any party, declare all or any portion of the following occurrences shall constitute Secured Indebtedness to be immediately due and payable and may proceed to enforce payment of the same, to foreclose the Secured Party’s security interest in the Property pursuant to the provisions of the UCC, to exercise any or all other rights and remedies provided herein and in the other Loan Documents and by the UCC or otherwise available at law or in equity. Whenever the Debtor is in Default under the Loan Agreement, the Debtor on demand by the Secured Party, will assemble the Property and make it available to the Secured Party at the Business Location, or if the Business Location is unavailable, at a place designated by the Secured Party. All remedies hereunder are cumulative, and any indulgence or waiver by the Secured Party will not be construed as an ----------------- "EVENT OF DEFAULT" abandon-ment of any other right hereunder or of the power to enforce the same or another right at a later time. Whether the Secured Party elects to exercise any other rights or remedies under this Note: (i) failure by Agreement or applicable law, the Maker Secured Party, as a matter of right and without regard to make the sufficiency of the security for repayment of the Secured Indebtedness, without notice to Debtor and without any payment showing of principal or interest when the same becomes due and payableinsolvency, said failure continuing for thirty (30) days or more; or (ii) if Maker shall fail to pay its debts, make an assignment for the benefit of its creditorsfraud, or mismanagement on the part of Debtor, and without the necessity of filing any judicial or other proceeding other than the proceeding for appointment of a receiver, shall commit an act be entitled to the appointment of bankruptcy, a receiver or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter receivers of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, Property or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existingall healthcare accounts receivable, healthcare insurance receivables, and all other accounts receivable (the “Receivables”), immediately become and be due and payable in fullDebtor hereby irrevocably consents to the appointment of a receiver or receivers. In such event, Payee Any receiver appointed pursuant to the provisions of this subsection shall have the usual powers and may exercise any and all rights and remedies available at law or duties of receivers in equity.such matters including, but not limited to, the collection of the Receivables

Default Remedies. Any one Borrower will be in default under this Agreement (each, a "Default") ------- if: (a) Borrower breaches any terms, covenants, warranties or representations contained herein, or in any other Loan Document; (b) any Corporate Guarantor breaches any terms, covenants, warranties or representations contained in any guaranty or other agreement between such Corporate Guarantor and DFS, revokes or attempts to revoke any such guaranty agreement, or repudiates such Corporate Guarantor's liability thereunder; (c) any representation, statement, report or certificate made or delivered by Borrower or any Corporate Guarantor to DFS is not accurate when made and such breach is not cured to DFS' satisfaction within five (5) days after the sooner to occur of Borrower's receipt of notice of such breach from DFS or the date on which such breach becomes known to any officer of Borrower; (d) Borrower fails to pay any portion of Borrower's debts to DFS when due and payable hereunder or under any other agreement between DFS and Borrower; (e) Borrower abandons any material amount of the following occurrences shall constitute Collateral; (f) Borrower or any Corporate Guarantor is or becomes in default of any obligation owed to any third party which exceed at any time the aggregate amount of $1,000,000; (g) money judgment(s) are issued against Borrower or any Corporate Guarantor which are not dismissed, satisfied or discharged within 30 days and which exceed at any time the aggregate amount of $1,000,000; (h) an ----------------- "EVENT OF DEFAULT" under this Note: attachment, sale or seizure issues or is executed against any assets of Borrower or against any assets of any Corporate Guarantor which is not satisfied or released within ten (10) days; (i) failure by the Maker [RESERVED]; (j) Borrower or any Corporate Guarantor ceases existence as a corporation unless such Corporate Guarantor ceases existence pursuant to make any payment of principal a merger with and into Borrower; (k) (i) Borrower ceases or interest when the same becomes due and payablesuspends business, said failure continuing for thirty (30) days or more; or (ii) any Corporate Guarantor ceases or suspends business outside the ordinary course of its business; provided, however, that the cessation or suspension of the business of any Corporate Guarantor for any reason whatsoever shall be a Default if Maker shall fail such event occurs without prior notice thereof to pay its debts, make an DFS; (l) Borrower or any Corporate Guarantor makes a general assignment for the benefit of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code ; (m) Borrower or any similar law, state Corporate Guarantor becomes insolvent or federal, now voluntarily or hereafter existing, or shall become "insolvent" as that term is generally defined under involuntarily becomes subject to the Federal Bankruptcy Code, any state insolvency law or shall any similar law; (n) any receiver is appointed for any of Borrower's or any Corporate Guarantor's assets; (o) any guaranty of Borrower's debts to DFS is terminated or notification of Corporate Guarantor's intent to so terminate is given to DFS; (p) Borrower loses any franchise, permission, license or right to sell or deal in any involuntary bankruptcy case commenced against it file an answer admitting insolvency Collateral which would have a Material Adverse Effect upon Borrower; (q) Borrower or inability to pay its debts as they become due, any Corporate Guarantor misrepresents Borrower's or shall fail to obtain a dismissal of such case within sixty Corporate Guarantor's financial condition or organizational structure; (60r) days after its commencement or convert the case from one chapter any of the Federal Bankruptcy Code Collateral becomes subject to another chapterany Lien, claim, encumbrance or security interest other than a Permitted Lien and other than any other Liens, not to exceed $100,000 in the aggregate at any time; (s) Borrower shall be the subject of an enjoined, restrained or in any way prevented by court, governmental or administrative order for relief in such bankruptcy case, from conducting all or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction material part of its propertyBusiness; or any material lease or agreement pursuant to which Borrower leases, uses or occupies any property shall be canceled or terminated prior to the expiration of its stated term, or any material part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunder, Collateral shall be taken through condemnation or the entire outstanding principal balance and any unpaid interest then accrued under this Note, value thereof shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equity.impaired through condemnation;

Default Remedies. Any one of the following occurrences shall constitute an ----------------- (a) Lessor may in writing declare this Agreement in default ("EVENT OF DEFAULT" under this NoteDefault") if: (i1) failure by the Maker Lessee breaches its obligation to make pay Rent or any payment of principal or interest other sum when the same becomes due and payable, said failure continuing for fails to cure the breach within ten (10) days; (2) Lessee breaches any of its insurance obligations under Section 6 hereof; (3) Lessee breaches any of its other obligations hereunder and fails to cure that breach within thirty (30) days after written notice thereof; (4) any representation or morewarranty made by Lessee in connection with this Agreement shall be false or misleading in any material respect; (5) Lessee or any guarantor or other obligor of Lessee’s obligations hereunder (ii“Guarantor”) becomes insolvent or ceases to do business as a going concern; (6) a petition is filed by or against Lessee or any Guarantor under any bankruptcy or insolvency laws and, if Maker filed against Lessee or any Guarantor, shall fail to pay not be dismissed within forty-five (45) days; (7) Lessee or any Guarantor shall have terminated its debtscorporate existence, make an assignment for the benefit consolidated with, merged into, or conveyed or leased substan­tially all of its creditorsassets as an entirety to any person (such actions being referred to as an "Event"), or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within unless not less than sixty (60) days after its commencement prior to such Event: (x) such person is organized and existing under the laws of the United States or convert any state, and executes and delivers to Lessor an agreement containing an effective assumption by such person of the due and punctual performance of this Agreement or guaranty hereof, as the case from one chapter may be; and (y) Lessor is reasonably satisfied as to the credit­worthiness of such person; (8) there occurs a default under any guaranty executed in connection with this Agreement and the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or applicable grace period with respect thereto shall have a custodian, trustee expired; or receiver appointed for, or have (9) Lessee shall be in default under any court take jurisdiction of its propertyother agreement between Lessor and Lessee, or any part thereofother material obligation for borrowed money, in any proceeding for the purpose deferred purchase price of reorganization, arrangement, dissolution property or liquidationany lease agreement, and such custodianthe applicable grace period with respect thereto shall have expired; or (10) Lessee or any Guarantor is a privately held corporation and effective control of Lessee’s or any Guarantor’s voting capital stock, trusteeissued and outstanding from time to time, liquidator or receiver is not retained by the present stockholders (unless Lessee shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within have provided sixty (60) days days’ prior written notice to Lessor of the appointment. Upon occurrence proposed disposition of an Event stock and Lessor shall have consented thereto in writing); or (11) Lessee or any Guarantor is a publicly held corporation and as a result of Default hereunderor in connection with a material change in the ownership of Lessee’s or any Guarantor’s capital stock, the entire outstanding principal balance and Lessee’s or any unpaid interest then accrued under this Note, shall at the option Guarantor’s debt-to-worth ratio equals or exceeds twice Lessee’s or any Guarantor’s debt-to-worth ratio as of the Payee hereof and without demand or notice date of any kind to the undersigned or any other person this Agreement (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee unless Lessor shall have and may exercise any and all rights and remedies available at law or in equity.given its prior written consent thereto). As used herein, “

Default Remedies. Any one of (a) Lessor may (or shall if so directed by the following occurrences shall constitute an ----------------- Lender or the Collateral Agent) in writing declare this Agreement in default ("EVENT OF DEFAULT" under this NoteDefault") if: (i1) failure Lessee breaches its obligation to pay Rent or any other sum as and when due; (2) Lessee breaches any of its insurance obligations under Section 6 hereof; (3) Lessee shall or shall attempt to (except as expressly permitted by the Maker provisions of this Agreement) remove, sell, transfer, encumber (except to make the extent of a Permitted Lien), part with possession of or assign, any payment of principal or interest when the same becomes due and payableEquipment, said failure continuing for thirty (30) days or more; or (ii) if Maker shall fail to pay its debts, make an assignment for the benefit of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its propertyAdditional Collateral, or any part thereof, or use any Equipment or any Additional Collateral for an illegal purpose or permit the same to occur; (4) Lessee breaches any of its other obligations hereunder and fails to cure that breach within thirty (30) days after written notice thereof; (5) any representation or warranty made by Lessee in connection with this Agreement shall be false or misleading in any material respect; (6) Lessee becomes insolvent or ceases to do business as a going concern; (7) Lessee shall file a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any bankruptcy laws (as now or hereafter in effect) or an answer admitting the material allegations of a petition filed against Lessee in any such proceeding, or Lessee shall, by voluntary petition, answer or consent, seek relief under the provisions of any other now existing or future bankruptcy or other similar law (other than a law which does not provide for or permit the readjustment or alteration of Lessee's obligations hereunder) providing for the purpose reorganization or liquidation of reorganizationcorporations, arrangementor providing for an agreement, dissolution composition, extension or liquidationadjustment with its creditors; (8) a petition is filed against Lessee in a proceeding under applicable bankruptcy laws or other insolvency laws (other than any law which does not provide for or permit any readjustment or alteration of Lessee's obligations hereunder), as now or hereafter in effect, and such custodian, trustee, liquidator is not withdrawn or receiver shall not be dischargeddismissed within thirty (30) days thereafter, or such if, under the provisions of any law (other than any law which does not provide for or permit any readjustment or alteration of Lessee's obligations hereunder) providing for reorganization or liquidation of corporations which may apply to Lessee, any court of competent jurisdiction shall assume jurisdiction, custody or control of Lessee of any substantial part of its property and such jurisdiction, custody or control shall remain in force unrelinquished, unstayed or unterminated for a period of thirty (30) days; (9) Lessee shall have terminated its corporate 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 be relinquished, vacated or stayed within less than sixty (60) days prior to such Event: (x) such Person is organized and existing under the laws of the appointmentUnited States or any state, and executes and delivers to Lessor an agreement containing an effective assumption by such Person of the due and punctual performance of this Agreement; and (y) each of Lessor, Lender and the Collateral Agent confirms in writing that it is reasonably satisfied as to the creditworthiness of such Person; (10) Lessee shall be in default under any agreement between General Electric Capital Corporation and Lessee; (11) Lessee shall be in default under any material obligation for the payment of borrowed money, for the deferred purchase price of property or any lease agreement; (12) there occurs a default or anticipatory repudiation under the Guaranty; or (13) effective control of Lessee's voting capital stock, issued and outstanding from time to time, is not retained by Guarantor (unless Lessee shall have provided thirty (30) days' prior written notice to Lessor and Operating Agent of the proposed disposition of stock and Lessor and Operating Agent shall have consented thereto in writing). Upon occurrence of an Event of Default hereunderSuch declaration shall apply to all Schedules except as specifically excepted by Lessor, the entire outstanding principal balance Lender and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equityCollateral Agent.

Default Remedies. Any one of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: (i) failure by the Maker to make any payment of principal or interest when the same becomes due and payable, said failure continuing for thirty (30) days or more; or (ii) if Maker If we shall fail to pay its debtspay, make an assignment for when due, any amount payable hereunder and you are unable to extend a Revolving Loan (as defined in the benefit Credit Agreement) in cash, in accordance with the terms and restrictions of its creditorsthe Credit Agreement, to satisfy such payment obligation or with respect to any other Liabilities or to perform any other obligation to you, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code if we or any similar law, state or federal, now or hereafter existing, or of our property shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability subject to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have of any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or any other person (includinglegal process or restraint or to any adverse claim that you shall deem material, but not limited toor if you shall feel insecure for any reason whatsoever, any guarantor now or hereafter existing)such event shall constitute a Default hereunder. Upon Default you may, immediately become at your sole discretion and be due and payable in full. In such eventwithout notice to us, Payee shall have and may exercise any and or all rights and remedies available to you hereunder, under any other agreement or instrument evidencing or relating to any of the Liabilities or Collateral, or under applicable law. Without limiting the foregoing, upon Default you may, to the fullest extent permitted by applicable law, without presentment, demand, notice of intent to accelerate, notice of acceleration, notice of dishonor or other notice, protest, advertisement, hearing or process of law of any kind, (a) enter upon any premises where any of the Collateral may be located and take possession of and remove such Collateral, (b) sell any or all of the Collateral, free of all rights and claims of the undersigned therein and thereto, at law any public or private sale or broker's board, (c) bid for and purchase any or all private sale or broker's board, (c) bid for any purchase any or all of the Collateral at any such sale or broker's board, (d) apply any of the Collateral to the payment of expenses in equityconnection with the Collateral and the enforcement of this Agreement, including reasonable attorneys' fees and legal expenses, and apply any balance thereof toward the payment of such of the Liabilities, and in such order of application, as you may elect. If any notification by you of intended disposition of any of the Collateral is required by law, such notification, if mailed, shall be deemed reasonably and properly given if mailed at least five (5) days before such disposition, postage prepaid, addressed to us in accordance with paragraph 15 hereof.

Default Remedies. Any one 8. Without limiting the other provisions of this Lease, the occurrence of any of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULTevent of default" under this NoteLease: (iA) failure any Rent is not paid within ten (10) days after written notice by Lessor to Lessee that the Maker Rent is due and unpaid; [F5] or (B) the premises shall be deserted or vacated; or (C) Lessee shall fail to make comply with any term, provision, condition or covenant of this Lease other than the payment of principal Rent, or interest when any of the same becomes due Rules and payableRegulations now or hereafter established for the government of the Building, said and shall not cure such failure continuing for within thirty (30) days or moreafter written notice to Lessee of such failure to comply; or (iiD) if Maker any petition is filed by or against Lessee under any section or chapter of the National Bankruptcy Act, as amended; [F6] or (E) Lessee shall fail to pay its debts, be come insolvent or make a transfer in fraud of creditors; or (F) Lessee shall make an assignment for the benefit of its creditors, ; or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek (G) a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file receiver is appointed for a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter substantial part of the Federal Bankruptcy Code to another chapter, assets of Lessee; or be (H) the subject leasehold interest of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its propertyLessee, or any part portion thereof, in is levied on under execution. Specifically notwithstanding any proceeding provision for notice and cure afforded Lessee by virtue of this paragraph, Lessor shall have no obligation to notify Lessee of any violations by Lessee of the purpose terms of reorganization, arrangement, dissolution or liquidationthis Lease on more than two (2) occasions during any twelve month period nor on more than ten (10) occasions during the Term, and an event of default shall be deemed to have occurred hereunder in such custodian, trustee, liquidator circumstances without the necessity of any prior notice by Lessor or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointmentopportunity to cure for Lessee. Upon the occurrence of an Event event of Default hereunderdefault, the entire outstanding principal balance in addition to and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice not in limitation of any kind other right or remedy available to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available Lessor at law or in equity., Lessor shall have the option at any time thereafter to:

Default Remedies. Any one 17.1 Default The occurrence of any of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under a material default and breath of this Note: Lease by Tenant (ia) Any failure by Tenant to pay the Maker rent or any other monetary sums required to make be paid hereunder when due; (b) The abandonment or vacation of the Premises by Tenant. Absence from the Premises for ten (10) consecutive days or more shall conclusively be deemed abandonment or vacation of the Premises; (c) Tenant or any payment agent of principal Tenant falsifies any report or interest when misrepresents other information required to be furnished to Landlord; (d) A failure by Tenant to observe and perform any other provision of this Lease to be observed or performed by Tenant, where such failure continues for twenty (20) days after written notice thereof by Landlord to Tenant; provided, however, that if the nature of the default is such that the same becomes due cannot reasonably be cured within said twenty (20) day period, Tenant shall not be deemed to be in default if Tenant shall within such period commence such cure and payable, said failure continuing for thirty thereafter diligently prosecute the same to completion; (30e) days The making by Tenant of any general assignment or more; or (ii) if Maker shall fail to pay its debts, make an assignment general arrangement for the benefit of its creditors, ; the filing by or shall commit an act against Tenant of bankruptcy, a petition to have Tenant adjudged bankrupt or shall admit in writing its inability to pay its debts as they become due, of a petition for reorganization or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding arrangement under any present or future statute or lawlaw relating to bankruptcy (unless, or shall file in the case of a petition under any chapter of federal Bankruptcy Code or any similar lawfiled against Tenant, state or federal, now or hereafter existing, or shall become "insolvent" as that term the same is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case dismissed within sixty (60) days after its commencement or convert days); the case from one chapter appointment of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed forto take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within thirty (30) days; the attachment, execution or have any court take jurisdiction other judicial seizure of its property, substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease where such seizure is not discharged within thirty (30) days; or evidence of the inability of Tenant or any part thereof, in any proceeding for the purpose guarantor of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued Tenant's obligations under this Note, shall at the option Lease to pay its debts when due; and (f) The death of the Payee hereof and without demand or notice of any kind to the undersigned Tenant or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equityof Tenant's obligations.

Default Remedies. Any one On the occurrence of a Default under the Loan Agreement, the Secured Party may, at its option and without notice to any party, declare all or any portion of the following occurrences shall constitute Secured Indebtedness to be immediately due and payable and may proceed to enforce payment of the same, to foreclose the Secured Party's security interest in the Property pursuant to the provisions of the UCC, to exercise any or all other rights and remedies provided herein and in the other Loan Documents and by the UCC or otherwise available at law or in equity. Whenever the Debtor is in Default under the Loan Agreement, the Debtor on demand by the Secured Party, will assemble the Property and make it available to the Secured Party at the Business Location, or if the Business Location is unavailable, at a place designated by the Secured Party. All remedies hereunder are cumulative, and any indulgence or waiver by the Secured Party will not be construed as an ----------------- "EVENT OF DEFAULT" abandonment of any other right hereunder or of the power to enforce the same or another right at a later time. Whether the Secured Party elects to exercise any other rights or remedies under this Note: (i) failure by Agreement or applicable law, the Maker Secured Party, as a matter of right and without regard to make the sufficiency of the security for repayment of the Secured Indebtedness, without notice to Debtor and without any payment showing of principal or interest when the same becomes due and payableinsolvency, said failure continuing for thirty (30) days or more; or (ii) if Maker shall fail to pay its debts, make an assignment for the benefit of its creditorsfraud, or mismanagement on the part of Debtor, and without the necessity of filing any judicial or other proceeding other than the proceeding for appointment of a receiver, shall commit an act be entitled to the appointment of bankruptcy, a receiver or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter receivers of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, Property or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existingall healthcare accounts receivable, healthcare insurance receivables, and all other accounts receivable (the "Receivables"), immediately become and be due and payable in fullDebtor hereby irrevocably consents to the appointment of a receiver or receivers. In such event, Payee Any receiver appointed pursuant to the provisions of this subsection shall have the usual powers and may exercise any and all rights and remedies available at law or duties of receivers in equity.such matters including, but not limited to, the collection of the Receivables

Default Remedies. Any one A "Default" shall exist if any of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: occurs and is not remedied (i) in the case of events described in clause (a) below, within 15 days after notice from the Lender to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure by of the Maker Company punctually to make any payment of principal any amount payable under the Revolving Note or interest when the same becomes due Term Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement or the Warrant shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and payable, said failure continuing for thirty fully to comply with any of its covenants in this Agreement or the Warrant; (30) days or more; or (iie) if Maker shall fail to pay its debts, make the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its creditorsassets or seeking the appointment of a trustee, interim trustee, receiver, or shall commit an act other custodian for any of bankruptcyits property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or shall admit in writing extension of any of its inability debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they become duemature; (g) the Company is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have a material adverse effect upon the Company; or (h) more than 80% of the outstanding shares of Common Stock of the Company shall seek no longer be held by shareholders of the Company on the date of this Agreement or a compositionsale of all or substantially all of the assets of the Company unless waived in writing by the Lender. Upon the occurrence of a Default, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under the Lender shall be entitled to declare any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined the amounts owed by the Company under the Federal Bankruptcy CodeRevolving Note or the Term Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice protest of any kind (all of which are expressly waived by the Company) and to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available to it with respect to the collateral for the Term Note as shall be provided in the security agreement or other document establishing the Lender's rights in such collateral, at law law, in equity or in equityotherwise until all indebtedness of the Company to Lender secured by such collateral is repaid.

Default Remedies. Any one (a) Notwithstanding any provision of any of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this NoteSale Agreement: (i) failure by upon the Maker to make occurrence and during the continuance of any payment Event of principal or interest when Default specified in Section 7, Beneficiary at its option may declare the same becomes Payment immediately due and payablepayable without further notice or demand of any kind. Upon the occurrence and during the continuance of any Event of Default, said failure continuing for thirty Beneficiary may exercise any rights and remedies under this Deed of Trust (30including without limitation as set forth below in this Section), any related document or instrument (including without limitation any pertaining to collateral), at law or in equity, and may also: (A) days either in person or more; by agent, with or (ii) without bringing any action or proceeding, if Maker shall fail to pay its debtsapplicable law permits, make an assignment for the benefit of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter enter upon and take possession of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its propertyProperty, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidationits own name, and do any acts which it deems necessary or desirable to preserve the value, marketability or rentability of the Property, or any part thereof or interest therein, increase the income therefrom or protect the security hereof and, with or without taking possession of the Property, xxx for or otherwise collect the Revenues, including without limitation those past due and unpaid, and apply the same to the payment of taxes, insurance premiums and other charges against the Property or in reduction of the indebtedness secured by this Deed of Trust in such custodianorder as it may elect; and the entering upon and taking possession of the Property, trusteethe collection of such Revenues, liquidator or receiver and the application thereof as aforesaid, shall not be discharged, cure or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an waive any Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of default hereunder or invalidate any kind act done in response to such Event of Default or pursuant to such notice of default and, notwithstanding the undersigned continuance in possession of the Property or the collection, receipt and application of Revenues, issues or profits, Beneficiary shall be entitled to exercise every right provided for in any of the other person Sale Agreement or by law upon occurrence of any Event of Default; or (includingB) commence an action to foreclose this Deed of Trust whether by exercising the power of sale granted herein or by judicial foreclosure, but not limited toappoint a receiver, or specifically enforce any guarantor now of the covenants hereof; or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may (C) exercise any and or all rights and of the remedies available to a secured party under the Uniform Commercial Code of Texas, and any notice of sale, disposition or other intended action by Beneficiary, sent to Grantor at law or in equityits addresses specified herein, at least ten (10) days prior to such action, shall constitute reasonable notice to Grantor.

Default Remedies. Any one Each of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" event of default (“Event of Default”) under this NoteAgreement: Contractor fails or refuses to perform or observe any term, covenant or condition contained in this Agreement. Contractor (iA) failure is generally not paying its debts as they become due, (B) files, or consents by answer or otherwise to the Maker filing against it of a petition for relief or reorganization or arrangement or any other petition in bankruptcy or for liquidation or to make take advantage of any payment bankruptcy, insolvency or other debtors’ relief law of principal or interest when the same becomes due and payableany jurisdiction, said failure continuing for thirty (30C) days or more; or (ii) if Maker shall fail to pay its debts, make makes an assignment for the benefit of its creditors, or shall commit an act (D) consents to the appointment of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, receiver, trustee or receiver appointed for, other officer with similar powers of Contractor or have of any court take jurisdiction substantial part of its Contractor’s property, or any part thereof, in any proceeding (E) takes action for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be dischargedany of the foregoing, or (F) is the subject of any order of a court or government authority related to the Federal Bankruptcy Act. On and after any Event of Default, the District shall have the right to exercise its legal and equitable remedies, including, without limitation, the right to terminate this Agreement or to seek specific performance of all or any part of this Agreement. In addition, District shall have the right (but no obligation) to cure (or cause to be cured) on behalf of Contractor any Event of Default; Contractor shall pay to the District on demand all costs and expenses incurred by the District in effecting such jurisdiction cure, with interest thereon from the date of incurrence at the maximum rate then permitted by law. The District shall not be relinquishedhave the right to offset from any amounts due to Contractor under this Agreement or any other agreement between District and Contractor all damages, vacated losses, costs, or stayed within sixty (60) days expenses incurred by the District as a result of the appointment. Upon occurrence of an such Event of Default hereunder, due from Contractor pursuant to the entire outstanding principal balance and terms of this Agreement. All remedies provided for in this Agreement may be exercised individually or in combination with any unpaid interest then accrued other remedy available hereunder or available under this Note, shall at the option of the Payee hereof and without demand or notice applicable law. The exercise of any kind remedy shall not preclude or in any way be deemed to the undersigned or waive any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equityremedy.

Default Remedies. Any one (A) In addition to any other acts or omissions designated in this Lease as Events of Default, each of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this NoteEvent of Default by Tenant hereunder: (i) the failure by the Maker to make any payment of principal Rent or any installment thereof or to pay any other sum required to be paid by Tenant under this Lease or under the terms of any other agreement between Landlord; the use or occupancy of the Premises for any purpose other than the Permitted Use without Landlord’s prior written consent or the conduct of any activity in the Premises which constitutes a violation of law; if the interest when the same becomes due of Tenant or any part thereof under this Lease shall be levied on under execution or other legal process and payable, said failure continuing for interest shall not have been cleared by said levy or execution within thirty (30) days from the date thereof; if any voluntary or moreinvoluntary petition in bankruptcy or for corporate reorganization or any similar relief shall be filed by or against Tenant or any guarantor of the Lease or if a receiver shall be appointed for Tenant or any guarantor or any of the property of Tenant or guarantor; if Tenant or (ii) if Maker any guarantor of the Lease shall fail to pay its debts, make an assignment for the benefit of its creditors, creditors or shall commit an act of bankruptcy, or if Tenant shall admit in writing its inability to pay its meet Tenant’s debts as they become duemature; if any insurance required to be maintained by Tenant pursuant to this Lease shall be cancelled or terminated or shall expire or shall be reduced or materially changed, except, in each case, as permitted in this Lease, or shall seek a compositionagreed to in writing, readjustmentmutually, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under by the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or parties; if Tenant shall fail to obtain a dismissal immediately discharge or bond over any lien placed upon the Premises in violation of such case this Lease; Tenant dissolves, liquidates or, as to entities, fails to exist in good standing in Florida and/or its state or organization, or as to individuals, in its state of residency; if Tenant shall abandon or vacate the Premises during the Term; if Tenant shall fail to timely execute and timely deliver an estoppel certificate or subordination agreement as required hereunder without payment of Rent; or the failure to observe or perform any of the other covenants or conditions in this Lease which Tenant is required to observe and perform and which Tenant has not corrected within sixty thirty (6030) days after its commencement or convert written notice thereof to Tenant; provided, however, that if said failure involves the case from one chapter creation of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereofcondition which, in any proceeding for the purpose of reorganizationLandlord’s reasonable judgment, arrangementis dangerous or hazardous, dissolution or liquidation, and such custodian, trustee, liquidator or receiver Tenant shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed required to cure same within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equity24 hours.

Default Remedies. Any one In the event (a) any payment required by this Note is not paid within five (5) days after Maker's receipt of written notice that such payment is past due: (b) of an Event of Default (as defined in the Pledge Agreement) under the Pledge Agreement, or the occurrence of a default under any other promissory note made by Maker to Lender or any other agreement between Maker and Lender (collectively, the "'Other Notes"); (c) of the following occurrences shall constitute an ----------------- occurrence of a material default under any other agreement between Maker and any third party which default is not cured within the applicable cure period therefor (collectively, the "EVENT OF DEFAULT" under this Note: (i) failure by the Maker to make any payment of principal or interest when the same becomes due and payable, said failure continuing for thirty (30) days or moreOther Agreements”); or (iid) if Maker shall fail to pay its debts, make files a petition in voluntary bankruptcy or reorganization or is adjudicated bankrupt or has a trustee appointed in an involuntary proceeding for dissolution or reorganization or makes an assignment for the benefit of its creditorscreditors (a "Bankruptcy Event"); thereafter, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under Lender may cause the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be dischargedPrincipal Amount, or such jurisdiction shall not lesser amount that may be relinquishedthen outstanding, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default and accrued interest thereon and all other amounts past due hereunder, and the entire principal amount that may be then outstanding principal balance and any unpaid accrued interest thereon and all other amounts then due under all Other Notes, to at once become due and payable (“Acceleration”) upon Lxxxxx's delivery to Maker of written notice of Lenders election of Acceleration. Such notice of Acceleration shall describe, as applicable, (x) all past due amounts hereunder, including all accrued Interest thereon, and other amounts then due and payable hereunder; and (y) the relevant event of default hereunder or under the Pledge Agreement, Other Note or Other Agreement or the relevant Bankruptcy Event, Lender or the holder hereof may, in addition to the rights and remedies described above, pursue each and every other right, remedy, or power available to it under this Note, shall at the option of the Payee hereof and without demand or notice of any kind Pledge Agreement and/or available to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available it at law or in equity. Upon the occurrence of a default hereunder, under the Pledge Agreement or a Bankruptcy Event, the Principal Amount, or such lesser amount that may be then outstanding, and accrued Interest thereon and all other amounts past due hereunder shall accrue interest at the rate of eighteen percent (18%) per annum.

Default Remedies. Any one If any of the following occurrences (herein an "Event of Default") shall constitute an ----------------- "EVENT OF DEFAULT" under this Noteoccur: (ia) failure by Borrower shall default in the Maker to make any payment of principal Indebtedness to Secured Party or interest in making any other payment hereunder or under any Note when the same becomes due due, and payable, said failure continuing such default shall continue for thirty a period of ten (3010) days or more; after written notice thereof to Borrower from Secured Party without its cure by Borrower, or (iib) if Maker Borrower shall fail default in the payment when due of any obligations of Borrower (A) equal to pay or greater than $50,000, whether or not to Secured Party, arising independently of this Security Agreement or any Note, and such default shall continue for a period of ten (10) days after written notice thereof to Borrower from Secured Party after any applicable cure period set forth in the document creating such obligation without its debtscure by Borrower or (B) which default would permit the acceleration of such obligation, or (c) Borrower shall default in the performance of any other material covenant contained herein other than those referred to in clause (d) herein (including any Schedule hereto), any Certificate in respect hereof or any Note or any other document entered into in connection with this Security Agreement and such default shall continue for ten (10) days after written notice thereof to Borrower by Secured Party, or (d) Crescent shall breach any of its material insurance obligations under paragraph 10 hereof, or (e) any representation or warranty made by Borrower in this Security Agreement or any other documents entered into in connection with this Security Agreement shall prove to be incorrect in any material respect when any such representation or warranty was made or given, or (f) Crescent, ANEI or Parent shall become insolvent or make an assignment for the benefit of its creditors, or (g) Crescent, ANEI or Parent shall commit an act apply for or consent to the appointment of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodianreceiver, trustee or receiver liquidator for a substantial part of its property or such receiver, trustee or liquidator is appointed forwithout the application or consent of Crescent, ANEI or Parent, or have (h) a petition shall be filed by or against Crescent, ANEI or Parent under the federal bankruptcy laws (including, without limitation, a petition for reorganization, arrangement or extension) or under any court take jurisdiction other insolvency law or law providing for the relief of its propertydebtors, or any part thereof(i) there is, in any proceeding for without the purpose prior consent of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver Secured Party which consent shall not be dischargedunreasonably withheld, a change in control (defined to be a change in the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of Borrower, whether through the ownership of voting securities, by contract or otherwise but not to include a change in the composition of the boards of directors of Borrower), or such jurisdiction (j) there is a material adverse change (defined to be a decrease of at least one-third (1/3) of net worth, as determined in accordance with generally accepted accounting principles) in Parent's financial condition; then, to the extent permitted by applicable law, Secured Party shall not be relinquished, vacated have the right to exercise any one or stayed within sixty (60) days more of the appointment. Upon occurrence of an Event of Default hereunderfollowing remedies one or more times: (A) declare this Security Agreement in default, such declaration being applicable to all Schedules hereunder except as specifically excepted by Secured Party; (B) declare the entire outstanding principal balance amount of unpaid total Indebtedness immediately due and payable; (C) declare due and payable the amount of any unpaid indemnification hereunder if then determinable, with interest then accrued under this Noteas provided herein; (D) upon notice to any lessees or sublessees permitted pursuant to paragraph 6(a), shall at the option of the Payee hereof to obtain and retain all rentals thereafter due, paid and/or payable; (E) without demand or legal process to enter into any premises where the Collateral may be found and take possession of and remove the same, whereupon all rights of Borrower in the Collateral shall terminate absolutely, and either (i) retain all prior payments of Indebtedness and sell the Collateral at public or private sale, with or without notice to Borrower, with or without having the Collateral at the sale, at which sale Secured Party may purchase all or any of any kind the Collateral, the proceeds of such sale, less expenses of retaking, storage, repairing and reselling, and reasonable attorneys' fees incurred by Secured Party, to be applied to the undersigned payment of the unpaid total Indebtedness, Borrower remaining liable for the balance of said unpaid total Indebtedness, and any surplus thereafter remaining to be for the account of Borrower (except as otherwise provided under applicable law) or (ii) retain the Collateral and all prior payments of Indebtedness, in satisfaction of the remaining unpaid Indebtedness in accordance with Section 9-505(2) of the Uniform Commercial Code as in effect in the State of New York; (F) pursue any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies remedy then available to Secured Party at law or in equity. Borrower hereby covenants and agrees to notify Secured Party immediately of the occurrence of any Event of Default specified in this paragraph 12 and promptly after such occurrence provide Secured Party with a means of access to the coin boxes of pay telephones which constitute Items of Collateral.

Default Remedies. Any one If: (a) Lessee fails to comply with any term, provision, condition, or covenant of this Agreement; (b) Lessee deserts or vacates the Premises; (c) any petition is filed by or against Lessee under any section or chapter of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" Federal Bankruptcy Act, as amended, or under this Note: any similar law or statute of the United States or any state thereof; (id) failure by the Maker to make any payment Lessee becomes insolvent or makes a transfer in fraud of principal or interest when the same becomes due and payable, said failure continuing for thirty creditors; (30e) days or more; or (ii) if Maker shall fail to pay its debts, make Lessee makes an assignment for the benefit of its creditors, ; or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek (f) a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code receiver is appointed for Lessee or any similar lawof the assets of Lessee, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall then in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement events, Lessee shall be in default and Lessor shall have the option to do any one or convert the case from one chapter more of the Federal Bankruptcy Code following: (i) enter the Premises either with or without process of law and to another chapterexpel, remove and put out Lessee or be the subject of an order for relief in such bankruptcy caseany other persons thereon, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its together with all personal property, ; (ii) terminate this Agreement; (iii) Rent said Premises or any part thereofthereof for such term or terms and at such terms and conditions as Lessor in its sole discretion may deem advisable, in any proceeding for with the purpose of reorganizationright to repair, arrangementrenovate, dissolution or liquidationremodel, redecorate, alter, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointmentchange said Premises. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at At the option of Lessor, rents received by Lessor from such reletting shall be applied in order as follows: to the Payee hereof and without demand or notice payment of any kind indebtedness from Lessee to Lessor other than Rent due; to the undersigned or payment of any other person (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 guarantor now or hereafter existing)repairs, immediately become renovation, remodeling, redecorations, alterations, and be 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 fullthe Rent and additional rent and interest to be paid by Lessee under this Agreement, Lessee shall pay any such deficiency to Lessor and such deficiency shall be calculated and collected by Lessor monthly. In No such eventre-entry or taking possession of said Premises shall be construed as an election on Lessor's part to terminate this Agreement unless a written notice of such intention is given to Lessee. Notwithstanding any such reletting without termination, Payee shall have and Lessor may exercise at any and all rights and remedies available at law or time terminate this Agreement by reason of any default, in equityaddition to any other remedy it may have.

Default Remedies. Any one of In addition to (and without limiting the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: (iAgent's or the Lenders' remedies under) failure by the Maker to make any payment of principal or interest when the same becomes due and payableSection 12.4, said failure continuing for thirty (30) days or more; or (ii) if Maker shall fail to pay its debts, make an assignment for the benefit of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default hereundershall have occurred and be continuing, the entire outstanding principal balance Agent may, with the consent of the Required Lenders, and any unpaid interest then accrued under this Noteshall, shall at the option direction of the Payee hereof and without demand Required Lenders, exercise any right, power or notice remedy permitted to it by law, either by suit in equity or by action at law, or both, whether for specific performance of any kind covenant or agreement contained in the Facility Documents or for an injunction against a violation of any of the terms of the Facility Documents or in aid of any exercise of any power granted to the undersigned Agent or the Lenders in the Facility Documents, or may proceed to enforce payment of the Loan or to enforce any other legal or equitable right of the Agent or any other person Lenders. No remedy herein (including, but not limited towithout limitation, in Section 12 hereof) conferred upon the Agent or any guarantor Lender is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing)existing at law, immediately become in equity, by statute or otherwise. No course of dealing on the part of the Agent or any Lender, or any delay or failure on the part of the Agent or any Lender to exercise any right or power, shall operate as a waiver of such right or power or otherwise prejudice the rights, powers and remedies of the Agent or any Lender. No failure to insist upon strict compliance with any covenant, term, condition or other provision of the Facility Documents or the Notes shall constitute a waiver by the Lenders of any such covenant, term, condition or other provision or of any Default or Event of Default in connection therewith. To the extent effective under applicable Law, the Borrower hereby agrees to waive, and does hereby absolutely and irrevocably waive and relinquish, the benefit and advantage of any valuation, stay, appraisement, extension or redemption laws now existing or that may hereafter exist that, but for this provision, might be applicable to any sale made under any judgment, order or decree of any court, or otherwise, based on the Loan or on any claim for interest in respect of the Loan. If an Event of Default shall occur and be due continuing, the Borrower will pay to the Agent, to the extent not prohibited by applicable Law and payable not paid in full. In accordance with Section 12.4 hereof, such eventfurther amount as shall be sufficient to cover the reasonable costs and expenses of collection and of the taking of remedial actions and the maintenance of enforcement proceedings, Payee shall have including, without limitation, reasonable attorneys' fees and may exercise any and all rights and remedies available at law or in equitydisbursements.

Default Remedies. Any (A) If at any time prior to or during the Demised Term, any one or more of the following occurrences events (referred to as "Events of Default") shall constitute an ----------------- "EVENT OF DEFAULT" under this Noteoccur: (i) failure if Tenant shall default in the payment when due of any installment of Fixed Rent or in the payment when due of any other sums due Owner hereunder, and such default shall continue for a period of ten (10) days after notice by Owner to Tenant of such default, or (ii) if Tenant shall default in the Maker observance or performance of any term, covenant or condition (other than the covenants to make any payment of principal Fixed Rent or interest when the same becomes other sums due Owner) of this Lease on Tenant's part to be observed or performed and payable, said failure continuing for Tenant shall fail to remedy such default within thirty (30) days or moreafter notice by Owner to Tenant of such default; or (iiiii) if Maker Tenant shall fail to pay its debtsfile a voluntary petition in bankruptcy or insolvency, or such proceeding shall be commenced against Tenant or Tenant shall be adjudicated a bankrupt or insolvent, or Tenant shall file or there shall be filed against Tenant any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, or Tenant shall make an assignment for the benefit of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or Tenant shall seek a compositionor consent to or acquiesce in the appointment of any trustee, readjustment, arrangement, liquidation, dissolution receiver or insolvency proceeding under any present liquidator for Tenant or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, all or any part thereofof Tenant's property; or (iv) if Tenant shall default in the observance or performance of any term, covenant or condition on the part of Tenant to be observed or performed under any other agreement with Owner and such default shall continue beyond any grace period set forth in such other agreement for the remedying of such default; or (v) if Tenant shall desert or abandon the Demised Premises or Tenant's equipment; or (vi) if Tenant's interest in this Lease shall devolve upon or pass to any person, whether by operation of law or otherwise except as provided in Article NINTH hereof then, upon the occurrence, at any time prior to or during the Demised Term, of any one or more of such Events of Default, Owner, at any time thereafter, at Owner's option, may give to Tenant a five (5) days' notice of termination of this Lease and, in any proceeding for the purpose event such notice is given, this Lease and the Demised Term shall come to an end and expire upon the expiration of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty said five (605) days with the same effect as if the date of expiration of said five (5) days were the expiration date of the appointmentDemised Term and this Lease, but Tenant shall remain liable for damages and all other sums payable pursuant to law. Upon occurrence of an Event of Default hereunder, the entire outstanding principal balance and any unpaid interest then accrued Any notice given by Owner to Tenant under this Note, Article SIXTEENTH shall at be deemed a "ten day notice to quit" under the option provisions of Section 713 of the Payee hereof Real Property Actions and without demand or notice of any kind to the undersigned or any other person (including, but not limited to, any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all rights and remedies available at law or in equityProceedings Law.

Default Remedies. Any one of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: (a) If (i) failure after expiration of any applicable grace period, any of the Liabilities are not paid, when due, whether upon demand or at maturity, whether by the Maker to make any payment of principal acceleration or interest when the same becomes due and payableotherwise, said failure continuing for thirty (30) days or more; or (ii) if Maker any warranty, representation, covenant, financial statement, or other information made, given or furnished to Lender by or on behalf of Borrower, Debtor, or any guarantor of any of the Liabilities (“Guarantor”) shall fail be, or shall prove to pay have been, false or materially misleading when made, given, or furnished; (iii) any substantial loss, theft, damage or destruction to or of any Collateral, or the issuance or filing of any attachment, levy, garnishment or the commencement of any proceeding in connection with any Collateral or of any other judicial process of, upon or in respect of Borrower, Debtor, any Guarantor, or any Collateral, (iv) unless otherwise expressly permitted under the Loan Agreement, there shall occur any sale or other disposition by Borrower, Debtor, or any Guarantor of any substantial portion of its debtsassets or property or voluntary suspension of the transaction of business by Borrower, make an Debtor, or any Guarantor, or death, dissolution, termination of existence, merger, consolidation, insolvency, business failure, or assignment for the benefit of its creditorscreditors of or by Borrower, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its propertyDebtor, or any part thereof, in Guarantor; or commencement of any proceeding proceedings under any state or federal bankruptcy or insolvency laws or laws for the purpose relief of reorganizationdebtors by or against Borrower, arrangementDebtor, dissolution or liquidation, and such custodianany Guarantor; or the appointment of a receiver, trustee, liquidator court appointee, sequestrator or receiver shall not be dischargedotherwise, for all or any part of the property of Borrower, Debtor, or such jurisdiction shall not be relinquishedany Guarantor, vacated (v) Lender deems the margin of Collateral insufficient or stayed within sixty (60) days itself insecure, in good faith believing that the prospect of payment of the appointment. Upon occurrence Indebtedness or performance of this Agreement is impaired or shall fear deterioration, removal, or waste of Collateral; or (vi) if an Event of Default hereunder, occurs under the entire outstanding principal balance and Loan Agreement or a default (after giving effect to any unpaid interest then accrued applicable grace period) by anyone occurs under this Note, shall at the option terms of any agreement related to any of the Payee hereof Liabilities, then the Lender shall have the rights and without demand remedies provided by law or notice of any kind to the undersigned or any other person (includingthis agreement, including but not limited to, the right to require the Debtor to assemble the Collateral and make it available to the Lender at a place to be designated by the Lender which is reasonably convenient to both parties, the right to take possession of the Collateral with or without demand and with or without process of law, the right to sell and dispose of it, with or without process of law, and distribute the proceeds according to law and any guarantor now or hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may exercise any and all other rights and remedies available to secured parties under the UCC and other applicable laws. Should an Event of Default occur, the Debtor will pay to the Lender all costs reasonably incurred by the Lender for the purpose of enforcing its rights hereunder, to the extent not prohibited by law, including, without limitation: costs of foreclosure; costs of obtaining money damages; and a reasonable fee for the services of internal and outside attorneys employed or engaged by the Lender for any purpose related to this agreement (but without duplication of cost for the same services), including, without limitation, consultation, drafting documents, sending notices or instituting, prosecuting or defending litigation or any proceeding, all such costs shall bear interest at law or the highest per annum rate applicable to any of the Liabilities, but not in equityexcess of the maximum rate permitted by law.