Common use of Defaults Remedies Clause in Contracts

Defaults Remedies. (A) Lessee shall be deemed to be in default hereunder upon the occurrence of any of the following events (“Events of Default”): (1) Lessee shall fail to make any payment due hereunder within ten (10) days after its due date; (2) Lessee shall fail to perform or observe any other term, covenant, or condition of this Agreement; (3) Lessee shall have abandoned the Equipment; (4) any representation or warranty of Lessee shall have been untrue in any material respect when made, or any information submitted by Lessee to Lessor shall be false or misleading in any material respect; or (5) Lessee shall have defaulted under any other agreement with Lessor. (B) Upon the occurrence of an Event of Default, Lessor may declare this Agreement to be in Default, and thereafter may exercise any one or more of the following remedies: (1) Declare the rent for the Term and all other unpaid rent, fees, taxes and charges under this Agreement immediately due and payable; (2) Repossess, retake and/or retain any or all of the Equipment free of all rights and claims of Lessee without notice, without legal process, or judicial intervention, and without releasing Lessee of any term, covenant or condition provided herein; (3) Sell or otherwise dispose of any or all of the Equipment, whether or not in Lessor’s possession, in a commercially reasonable manner and apply the net proceeds of such disposition, after deducting all costs, to the obligations of Lessee, with Lessee remaining liable for any deficiency; (4) Terminate this Agreement; and/or (5) Exercise any other right or remedy available to Lessor at law or in equity. Lessor’s waiver of any Event of Default shall not constitute a waiver of any other Event of Default or a waiver of any term or condition of this Agreement. Lessee shall pay all Lessor’s legal fees and all other costs and expenses incurred by reason of any Event of Default. No right or remedy referred to herein is intended to be exclusive, and each may be exercised concurrently or separately and from time to time. In the event Lessor shall repossess or retake the Equipment, and there shall be in or attached to such Equipment any property owned by, or in the custody or control of Lessee, then Lessor is hereby authorized to take possession of such property for a period of ten (10) days. Thereafter, if any such property is not claimed and taken by Lessee within ten (10) (C) ▇▇▇▇▇▇ AND ▇▇▇▇▇▇ WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS, DEFENSES, COUNTERCLAIMS AND SUITS OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.

Defaults Remedies. (A) Lessee shall be deemed to be in default hereunder upon the occurrence of If any of the following events (“Events of each herein referred to as a "Default”):") shall occur: (1a) Lessee Any representation, warranty or covenant made by any of the Companies in any of the Transaction Documents shall fail prove to make any payment due hereunder within ten have been incorrect, incomplete or misleading on or as of the date made or deemed made; or (10b) days after its due date; (2) Lessee Any of the Companies shall fail to perform or observe any other term, covenant, or condition of this Agreement; (3) Lessee shall have abandoned the Equipment; (4) any representation or warranty of Lessee shall have been untrue in any material respect when made, or any information submitted by Lessee to Lessor shall be false or misleading in any material respect; or (5) Lessee shall have defaulted under any other agreement with Lessor. (B) Upon the occurrence of an Event of Default, Lessor may declare this Agreement to be in Default, and thereafter may exercise any one or more of the following remedies: (1) Declare the rent for the Term and all other unpaid rent, fees, taxes and charges under this Agreement immediately due and payable; (2) Repossess, retake and/or retain any or all of the Equipment free of all rights and claims of Lessee without notice, without legal process, or judicial intervention, and without releasing Lessee of any term, covenant or condition provided hereinagreement contained in any Transaction Document and such failure shall continue for a period of five (5) days after written notice thereof from Access Capital shall have been received by a Company; or (3c) Sell or otherwise dispose of A Company shall not pay any or all of amount due to Access Capital under the Equipment, whether or not in Lessor’s possession, in a commercially reasonable manner and apply the net proceeds of such disposition, after deducting all costsTransaction Documents when due; however, to the obligations extent that the amount due is less than or equal to $1,000, and such failure to pay shall continue for a period of Lessee, with Lessee remaining liable for any deficiencyfive (5) days after written notice therefor from Access Capital shall have been received by a Company ; or (4d) Terminate Access Capital shall reasonably believe that the Companies are failing to tender all of their Accounts Receivable to Access Capital pursuant to this Agreement; and/or (5) Exercise any other right or remedy available the Companies shall have failed to Lessor at law or in equity. Lessor’s waiver of any Event of Default shall not constitute a waiver of any other Event of Default or a waiver of any term or condition of this Agreement. Lessee shall pay all Lessor’s legal fees and all other costs and expenses incurred by reason of any Event of Default. No right or remedy referred tender Accounts Receivable to herein is intended to be exclusive, and each may be exercised concurrently or separately and from time to time. In the event Lessor shall repossess or retake the Equipment, and there shall be in or attached to such Equipment any property owned by, or in the custody or control of Lessee, then Lessor is hereby authorized to take possession of such property Access Capital for purchase for a period of ten or more consecutive business days; or (10e) The Companies shall (i) instruct any Account Debtor to mail or deliver payment on Accounts Receivable to the Companies or to any person other than Access Capital; or (ii) deposit any Account Debtor payments and fail to deliver the proceeds to Access Capital within five business days. Thereafter; or (f) There shall be any change in the controlling ownership of any of the Companies; or (g) Any of the Companies (i) shall generally not pay, if or shall be unable to pay, or shall admit in writing its inability to pay its debts as such debts become due; or (ii) shall make an assignment for the benefit of creditors, or petition or apply to any tribunal for the appointment of a custodian, receiver, or trustee for it or a substantial part of its assets; or (iii) shall commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or (iv) shall have had any such property petition or application filed or any such proceeding commenced against it in which an order for relief is not claimed and taken by Lessee within ten entered or an adjudication or appointment is made, or (10)v) shall take any corporate action indicating its consent to, approval of, or acquiescence in any such petition, application, proceeding, or order for relief or the appointment of a custodian, receiver, or trustee for all or any substantial part of its properties; or (vi) shall suffer any such custodianship, receivership, or trusteeship to continue undischarged; or (Ch) ▇▇▇▇▇▇ AND ▇▇▇▇▇▇ WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMSThe Companies shall collectively fail to maintain: (i) at the end of any month a Debt Service Ratio (calculated on a rolling three-month basis) of at least 1.10x. "Debt Service Ratio" means, DEFENSESfor any period, COUNTERCLAIMS AND SUITS OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.the following: (x) the net income or net loss (as defined by generally accepted accounting principles ("GAAP"), plus all non-cash charges during such period, minus all dividends and distributions made to shareholders during such period, divided by the (y) the aggregate amount of (1) principal paid during such period on the Companies' notes and capitalized leases and (2) the aggregate amount of cash out-of-pocket capital expenditures for such period and (ii) Eligible Accounts Receivable in an aggregate amount equal to or greater than the sum of (x) the aggregate amount of Initial Payments then outstanding plus (y) $125,000. For purposes of this Agreement, a breach of any financial covenant set forth herein shall be deemed to have occurred as of any date of determination by Access Capital or as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to Access Capital; or

Defaults Remedies. (Aa) Lessee shall It will be deemed to be in default hereunder upon the occurrence of a Default under this Agreement if any of the following events occurs with respect to Client or, if there is more than one Client, any one of them: (“Events of Default”): (1i) Lessee shall fail Client fais to make pay any payment amount due hereunder within ten (10other than interest that is to be added to principal pursuant to Section 3(e) days after its due datehereof); (2ii) Lessee shall fail Client fails to maintain sufficient collateral in a Collateral Account; (iii) Client breaches or fails to perform or observe any other term, covenant, agreement, term or condition of that is applicable to it under this Agreement; (3) Lessee shall have abandoned the Equipment; (4) , or any representation or warranty other statement of Lessee Client herein or in any other document delivered in connection herewith shall prove to have been untrue incorrect in any material respect when made or deemed made; (iv) Client dies or, if not an individual, ceases to exist; (v) any voluntary or involuntary proceeding for bankruptcy, reorganization, dissolution or liquidation or similar action of Client or of its usual businesses is commenced, or a trustee in bankruptcy, receiver, conservator or rehabilitator is appointed, or an assignment for the benefit of creditors is made, with respect to Client or its property, (vi) a Collateral Account is terminated, attached or subjected to a levy; (vii) Client shall fail to provide promptly such financial and other information as UBSCC may reasonably request from time to time; (viii) any indebtedness of Client in respect of borrowed money (including indebtedness guaranteed by Client) or in respect of any swap, forward, cap, floor, collar, option or other derivative transaction, repurchase or similar transaction or any combination of these transactions shall not have been paid when due, or any information submitted by Lessee event or condition shall have caused such indebtedness to Lessor become, or shall be false have permitted the holder hereof to declare such indebtedness to be, due and payable prior to its stated maturity; (ix) any legal proceeding shall have been instituted or misleading any other event shall have occurred or condition shall exist that in UBSCC’s judgment calls into question the validity or binding effect of this Agreement or any material respectof Client's obligations hereunder; or (5x) Lessee shall have defaulted under any other agreement with LessorUBSCC determines that the financial condition of Client or Clients' ability to perform its obligations hereunder has been impaired. (Bb) Upon If a Default occurs, the occurrence Account Balance will become immediately due and payable (without demand) and UBSCC may, in its sole discretion, liquidate, withdraw or sell all or any part of an Event of Defaultthe Collateral and apply the same, Lessor as well as the proceeds thereof, to any amounts owed to UBSCC. Such sale may declare this Agreement to be made in DefaultUBSCC’s sole discretion by public sale on any exchange or market where such business is then usually transacted or by private sale, and thereafter UBSCC may purchase at any such public or private sale. Any Collateral that may decline speedily in value or that is sold on a recognized market may be sold without providing Client prior notice of such sale. Client agrees that, for all other Collateral, two calendar days notice to Client, sent to its last address shown in UBSCC’s account records, shall be deemed reasonable notice of the time and place of any public sale or time after which any private sale or other disposition of the Collateral may occur. Any amounts due and not paid on any Advance following a Default shall bear interest from the day following such Default until fully paid at a rate per annum equal to the interest rate applicable to the Advance immediately prior to the Default plus 2.00%. In addition to UBSCC’s rights under this Agreement, UBSCC will have the right to exercise any one or more of the following remedies:rights and remedies of a secured creditor under the New York Uniform Commercial Code, as then in effect. (1c) Declare the rent for the Term All rights and all other unpaid rent, fees, taxes and charges remedies of UBSCC under this Agreement immediately due are cumulative and payable; (2) Repossess, retake and/or retain any or are in addition to all of the Equipment free of all other rights and claims of Lessee without notice, without legal process, or judicial intervention, and without releasing Lessee of any term, covenant or condition provided herein; (3) Sell or otherwise dispose of any or all of the Equipment, whether or not in Lessor’s possession, in a commercially reasonable manner and apply the net proceeds of such disposition, after deducting all costs, to the obligations of Lessee, with Lessee remaining liable for any deficiency; (4) Terminate this Agreement; and/or (5) Exercise any other right or remedy available to Lessor remedies that UBSCC may have at law or in equity. Lessor’s waiver equity or under any other contract or other writing for the enforcement of the security interest herein or the collection of any Event of Default shall not constitute a waiver of any other Event of Default or a waiver of any term or condition of this Agreement. Lessee shall pay all Lessor’s legal fees and all other costs and expenses incurred by reason of any Event of Default. No right or remedy referred to herein is intended to be exclusive, and each may be exercised concurrently or separately and from time to time. In the event Lessor shall repossess or retake the Equipment, and there shall be in or attached to such Equipment any property owned by, or in the custody or control of Lessee, then Lessor is hereby authorized to take possession of such property for a period of ten (10) days. Thereafter, if any such property is not claimed and taken by Lessee within ten (10) (C) ▇▇▇▇▇▇ AND ▇▇▇▇▇▇ WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS, DEFENSES, COUNTERCLAIMS AND SUITS OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENTamount due hereunder.

Defaults Remedies. SECTION 9.1. The following shall constitute events of default (A"EVENTS OF DEFAULT") hereunder: (a) Lessee fails to make any payments to Lessor within ten (10) days after the same become due hereunder; (b) any representation or warranty of Lessee contained herein or in any document furnished to Lessor in connection herewith is incorrect or misleading in any material respect when made; (c) Lessee fails to observe or perform any agreement, covenant or undertaking required to be performed by the licensee under any agreement relating to any Unit if such failure causes or permits, or with notice or the passage of time or both would cause or permit, the termination of such Unit by the licensor thereunder or any other material impairment of licensee's rights thereunder, provided that if Lessee cures such failure within the time permitted under the terms of the agreement relating to such Unit to avoid such termination or impairment (but in no event to exceed 90 days), then no Event of Default shall be deemed to be in default have occurred hereunder; (d) Lessee fails to observe or perform any other covenant, agreement or warranty made by Lessee hereunder upon the occurrence or under any document delivered pursuant hereto and such failure continues for thirty (30) days after written notice thereof to Lessee; (i) Lessee or Middleby shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or Lessee or Middleby shall make a general assignment for the following events benefit of its creditors; or (“Events ii) there shall be commenced against Lessee or Middleby any case, proceeding or other action of Default”):a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (iii) there shall be commenced against Lessee or Middleby any case, proceeding or other action seeking issuance of a warrant of attachment, execution, restraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated or discharged, within sixty (60) days from the entry thereof; or (iv) Lessee or Middleby shall take any action in furtherance of, or (1v) Lessee or Middleby shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; (f) Lessee liquidates, dissolves or enters into any partnership, joint venture (other than in its ordinary course of business), consolidation, merger or other combination, and Lessee does not survive the same (provided such consolidation, merger or other combination does not violate any covenant of Lessee hereunder or otherwise create or default under this Lease or any related documents), or sells, leases or disposes of a substantial portion of its business or assets; (i) Lessee shall fail to make any payment due hereunder within ten (10) days after its due date; (2) Lessee shall fail to perform or observe in respect of any other term, covenantindebtedness for borrowed money in excess of $500,000, or condition of this Agreement; (3) Lessee shall have abandoned the Equipment; (4ii) any representation event or warranty condition shall occur which results in the default after the expiration of Lessee shall have been untrue in any material respect when madeapplicable grace period, or requires the early redemption or prepayment, of any information submitted by Lessee of such indebtedness for borrowed money or any event or condition shall occur and be continuing which enables (or, with the giving of notice or lapse of time or both, would enable) the holders of any of such indebtedness for borrowed money acting on such holder's behalf to Lessor shall be false accelerate the maturity, or misleading in require the early redemption or prepayment, of any material respect; or (5) Lessee shall have defaulted under any other agreement with Lessor.of such indebtedness for borrowed money; (Bh) Upon the occurrence of an Event of Default, Lessor may declare this Agreement to be in Default, and thereafter may exercise any (i) one or more judgments or orders for the payment (which judgments or orders are uninsured by third party insurers) in the aggregate, of money in excess of $500,000 shall be rendered against Lessee and such judgments or orders shall continue unsatisfied and unstayed for a period of thirty (30) days or (ii) one or more judgments or orders shall be rendered against Lessee, which judgments or orders shall be stayed on condition that a bond or collateral equal to or greater than, in the following remediesaggregate, $500,000 be posted or provided, and such judgments or orders shall not be overturned or lifted within a period of thirty (30) days; or (i) Middleby fails to observe or perform any covenant, agreement or warranty made by Middleby under the Support Agreement. SECTION 9.2. If any Event of Default occurs, Lessor, at its option, may: (1a) Declare the rent for the Term and all other unpaid rent, fees, taxes and charges under this Agreement immediately due and payable; (2) Repossess, retake and/or retain any proceed by appropriate court action or all of the Equipment free of all rights and claims of Lessee without notice, without legal process, or judicial intervention, and without releasing Lessee of any term, covenant or condition provided herein; (3) Sell or otherwise dispose of any or all of the Equipment, whether or not in Lessor’s possession, in a commercially reasonable manner and apply the net proceeds of such disposition, after deducting all costs, to the obligations of Lessee, with Lessee remaining liable for any deficiency; (4) Terminate this Agreement; and/or (5) Exercise any other right or remedy available to Lessor actions either at law or in equity. Lessor’s waiver , to enforce performance by Lessee of the applicable covenants of this Lease or to recover damages for the breach thereof; or (b) by notice in writing to Lessee terminate this Lease, whereupon all rights of Lessee to use the Units shall terminate, but Lessee shall remain liable as hereinafter provided; and thereupon Lessor may enter upon the premises of Lessee or other premises where any of the Units may be and take possession of all or any of such Units and thenceforth hold the same free from any right of Lessee, its successors or assigns, but Lessor shall, nevertheless, have a right to recover from Lessee any and all amounts that under the terms of this Lease may be then due or that may have accrued to the date of such termination (computing the rent for any number of days less than a full rent period by multiplying the rent for such full rental period by a fraction of which the numerator is such number of days and the denominator is the total number of days in such full rent period) and also to recover forthwith from Lessee: (i) as damages for loss of the bargain and not as a penalty, a sum, with respect to each Unit, that equals (x) the present value, at the time of such termination, of the entire unpaid balance of all rent for the Unit that would otherwise have accrued hereunder from the date of such termination to the end of its Lease Term minus (y) the then present value of the rent Lessor reasonably estimates to be obtainable for the Unit during such period, such present value to be computed in each case by discounting at a rate equal to the then judgment rate of interest fixed under California law, compounded at the same frequency as rent is payable hereunder, from the respective dates upon which rent would have been payable hereunder had the Lease not been terminated and (ii) any damages and expenses in addition thereto that Lessor sustains because of the breach of any Event covenant, representation or warranty contained in this Lease other than for the payment of Default rent.Lessee hereby waives any rights now or hereafter conferred by statute or otherwise that may require Lessor to sell, lease or otherwise use any Unit in mitigation of Lessor's damages upon any default by Lessee, except as may be set forth in this Section 9.2, or that may otherwise limit or modify any of Lessor's rights or remedies under Section 9.2. SECTION 9.3. Lessee agrees to pay all allocated time charges, costs and expenses of internal counsel for Lessor and any other attorneys' fees, expenses or out-of-pocket costs incurred by Lessor in enforcing this Lease. SECTION 9.4. The remedies herein provided in favor of Lessor shall not constitute a waiver be deemed exclusive, but shall be cumulative, and shall be in addition to all other remedies in its favor existing at law or in equity. SECTION 9.5. If Lessee fails to perform any of any other Event of Default or a waiver of any term or condition of this Agreement. its agreements contained herein, Lessor may perform such agreement, and Lessee shall pay all Lessor’s legal fees and all other costs and the expenses incurred by reason of any Event of Default. No right or remedy referred to herein is intended to be exclusive, and each may be exercised concurrently or separately and from time to time. In the event Lessor shall repossess or retake the Equipment, and there shall be in or attached to connection with such Equipment any property owned by, or in the custody or control of Lessee, then Lessor is hereby authorized to take possession of such property for a period of ten (10) days. Thereafter, if any such property is not claimed and taken by Lessee within ten (10) (C) ▇▇▇▇▇▇ AND ▇▇▇▇▇▇ WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS, DEFENSES, COUNTERCLAIMS AND SUITS OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENTperformance upon demand.

Defaults Remedies. (A) Lessee shall be deemed to be in default hereunder upon the occurrence of If any of the following events (“Events of each herein ------------------ referred to as a "Default”):") shall occur: (1a) Lessee Any representation, warranty or covenant made by the Company in any of the Transaction Documents shall fail prove to make any payment due hereunder within ten have been incorrect, incomplete or misleading on or as of the date made or deemed made; or (10b) days after its due date; (2) Lessee The Company shall fail to perform or observe any other term, covenant, term covenant or condition of this Agreement; (3) Lessee shall have abandoned the Equipment; (4) any representation or warranty of Lessee shall have been untrue agreement contained in any material respect when made, or any information submitted by Lessee to Lessor Transaction Document and such failure shall be false or misleading in any material respect; or (5) Lessee shall have defaulted under any other agreement with Lessor. (B) Upon the occurrence of an Event of Default, Lessor may declare this Agreement to be in Default, and thereafter may exercise any one or more of the following remedies: (1) Declare the rent for the Term and all other unpaid rent, fees, taxes and charges under this Agreement immediately due and payable; (2) Repossess, retake and/or retain any or all of the Equipment free of all rights and claims of Lessee without notice, without legal process, or judicial intervention, and without releasing Lessee of any term, covenant or condition provided herein; (3) Sell or otherwise dispose of any or all of the Equipment, whether or not in Lessor’s possession, in a commercially reasonable manner and apply the net proceeds of such disposition, after deducting all costs, to the obligations of Lessee, with Lessee remaining liable for any deficiency; (4) Terminate this Agreement; and/or (5) Exercise any other right or remedy available to Lessor at law or in equity. Lessor’s waiver of any Event of Default shall not constitute a waiver of any other Event of Default or a waiver of any term or condition of this Agreement. Lessee shall pay all Lessor’s legal fees and all other costs and expenses incurred by reason of any Event of Default. No right or remedy referred to herein is intended to be exclusive, and each may be exercised concurrently or separately and from time to time. In the event Lessor shall repossess or retake the Equipment, and there shall be in or attached to such Equipment any property owned by, or in the custody or control of Lessee, then Lessor is hereby authorized to take possession of such property continue for a period of ten five (105) days. Thereafterdays after written notice thereof from Access Capital shall have been received by the Company; or (c) Access Capital shall reasonably believe that the Company is failing to tender all of its Accounts Receivable to Access Capital for purchase pursuant to Section 1 of this Agreement; (d) The Company shall instruct any Account Debtor to mail or deliver payment on Accounts Receivable to the Company or to any person other than Access Capital; or (e) There shall be any change in the controlling ownership of the Company; or (f) The Company (i) shall generally not pay, if or shall be unable to pay, or shall admit in writing its inability to pay its debts as such debts become due; or (ii) shall make an assignment for the benefit of creditors, or petition or apply to any tribunal for the appointment of a custodian, receiver, or trustee for it or a substantial part of its assets; or (iii) shall commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or (iv) shall have had any such property petition or application filed or any such proceeding commenced against it in which an order for relief is not claimed entered or an adjudication or appointment is made, or (v) shall take any corporate action indicating its consent to, approval of, or acquiescence in any such petition, application, proceeding, or order for relief or the appointment of a custodian, receiver, or trustee for all or any substantial part of its properties; or (vi) shall suffer any such custodianship, receivership, or trusteeship to continue undischarged. then, and taken in any such event, Access Capital, without notice to the Company, may exercise all of the rights provided in Section 6 and, by Lessee within ten notice to the Company, may: (10) (Ci) ▇▇▇▇▇▇ AND ▇▇▇▇▇▇ WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMSdeclare the Facility Fee, DEFENSES, COUNTERCLAIMS AND SUITS OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.Access

Defaults Remedies. Subject to the provisions of Section 25, below, (Ai) Lessee in the event Tenant shall be deemed to at any time be in default hereunder upon in the occurrence payment of rent herein reserved, or of any other sum required to be paid by Tenant under this Lease, or in the performance of or compliance with any of the following events (“Events of Default”): (1) Lessee shall fail to make any payment due hereunder within ten (10) days after its due date; (2) Lessee shall fail to perform terms, covenants, conditions or observe any other term, covenant, or condition provisions of this Agreement; (3) Lessee shall have abandoned the Equipment; (4) any representation or warranty of Lessee shall have been untrue in any material respect when made, or any information submitted by Lessee to Lessor shall be false or misleading in any material respectLease; or (5ii) Lessee in the event Tenant shall commence any proceeding seeking to have an order for relief entered on its behalf as a debtor under any law relating to bankruptcy, insolvency, reorganization or relief of debtors or seeking the appointment of a receiver, trustee, custodian or other similar official for all (or substantially all) of its assets; or (iii) in the event in any involuntary proceeding Tenant is adjudicated a bankrupt (and such adjudication is not reversed within 120 days of its initial declaration); then and in addition to any other rights or remedies Landlord may have under this Lease and at law and in equity, Landlord shall have defaulted under the following rights: (a) Subject to the terms of Section 35 hereof, to enter the Premises and without further demand or notice proceed to levy the rent and/or other charges herein payable as rent, and Tenant shall pay all costs and officers, commissions, including watchmen's wages and sums chargeable to Landlord, and further including the five percent (5%) chargeable by the Act of Assembly as commissions to the constable or other person making the levy, and in such case all costs, officers, commissions and other charges shall immediately attach and become part of the claim of Landlord for rent, and any other agreement with Lessortender of rent without said costs, commissions and charges made, after the issuance of a warrant of distress, shall not be sufficient to satisfy the claim of Landlord. (Bb) To re-enter the Premises and remove all persons and all or any property therefrom, either by summary dispossess proceedings or by any suitable action or proceeding at law, and repossess and enjoy the Premises, together with all additions, alterations and improvements. Upon recovering possession of the Premises by reason of or based upon or arising out of a default on the part of Tenant, Landlord may, at Landlord's option, either terminate this Lease or make such alterations and repairs as may be necessary in order to relet the Premises or any part or parts thereof, either in Landlord's name or otherwise, for a term or terms which may at Landlord's option be less than or exceed the period which would otherwise have constituted the balance of the term of this Lease and at such rent or rents and upon such other terms and conditions as in Landlord's reasonable discretion may seem advisable and to such person or persons as may in Landlord's reasonable discretion seem best; upon each such reletting all rents received by Landlord from such reletting shall be applied: first, to the payment of any indebtedness other than rent due hereunder from Tenant to Landlord; second, to the payment of any costs and expenses of such reletting, including brokerage fees and attorney's fees and all costs of such alterations and repairs; third, to the payment of rent due and unpaid hereunder; and the residue, if any, shall be held by Landlord and applied in payment of future rent as it may become due and payable hereunder. If such rentals received from such reletting during any month shall be less than that to be paid during that month by Tenant hereunder, Tenant shall pay any such deficiency to Landlord. Such deficiency shall be calculated and paid monthly. No such re- entry or taking possession of the Premises or the making of alterations and/or improvements thereto or the reletting thereof shall be construed as an election on the part of Landlord to terminate this Lease unless written notice of such intention be given to Tenant. Landlord agrees to use reasonable efforts to mitigate its damages in the event of a default by Tenant under this Lease Agreement; provided however, that Landlord shall in no event be liable in any way whatsoever for failure to relet the Premises or, in the event that the Premises or any part or parts thereof are relet, for failure to collect the rent thereof under such reletting. Following the occurrence and continuation of an Event event of Default, Lessor may declare this Agreement to be in Default, default after notice and thereafter may exercise any one or more the expiration of the following remedies:applicable cure period and upon Landlord's lawful re-entry onto the Premises, Tenant, for Tenant and Tenant's successors and assigns, hereby irrevocably constitutes and appoints Landlord Tenant's and their agent to collect the rents due and to become due under all subleases of the Premises or any parts thereof without in any way affecting Tenant's obligation to pay any unpaid balance of rent due or to become due hereunder. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach. (1c) Declare To terminate this Lease and the rent for the Term and all other unpaid rentterm hereby created. Upon such termination, fees, taxes and charges under this Agreement immediately due and payable; (2) Repossess, retake and/or retain any or Landlord shall be entitled to recover an amount equal to all of the Equipment free of all rights and claims of Lessee without notice, without legal process, or judicial intervention, and without releasing Lessee of any term, covenant or condition provided herein; (3) Sell or otherwise dispose of any or all Fixed Rent reserved for the balance of the EquipmentPrincipal Term; subject, whether or not in Lessor’s possession, in a commercially reasonable manner and apply the net proceeds of such disposition, after deducting all costshowever, to the obligations affirmative obligation of Lessee, with Lessee remaining liable for any deficiency; Landlord to use reasonable efforts to mitigate its loss and damages resulting from its termination of this Lease and the term hereby created. (4d) Terminate this Agreement; and/or (5) Exercise No right or remedy herein conferred upon or reserved to Landlord is intended to be exclusive of any other right or remedy available herein or by law provided but each shall be cumulative and in addition to Lessor every other right or remedy given herein or now or hereafter existing at law or in equity. Lessor’s equity or by statute. (e) No waiver by Landlord of any Event breach by Tenant of Default any of Tenant's obligations, agreements 'or covenants herein shall not constitute be a waiver of any other Event subsequent breach or of Default any obligation, agreement or covenant, nor shall any forbearance by Landlord to seek a remedy for any breach by Tenant be a waiver by Landlord of any term rights and remedies with respect to such or condition any subsequent breach. (f) In the event of any default by Tenant of any of its obligations under this Agreement. Lessee Lease, Tenant shall immediately pay to Landlord, upon demand, an amount equal to all Lessor’s legal reasonable attorney's fees and all other court costs incurred by Landlord in enforcing its rights and expenses incurred remedies under this Lease, whether or not an administrative and/or judicial action is commenced by Landlord against Tenant by reason of such default. (g) The parties recognize that no adequate remedy at law may exist for a breach by Tenant of its obligations under this Lease. Accordingly, either Landlord or Tenant may obtain specific performance of any Event provision of Defaultthis Lease. No Neither such right nor its exercise shall limit any other remedies which Landlord may have against Tenant or remedy referred which Tenant may have against Landlord for a breach of this Lease. (h) If Tenant shall at any time during the Principal Term fail to herein is intended to be exclusive, pay any installment of the Principal Term Rent and each may be exercised concurrently or separately and from time to time. In if such failure shall continue beyond the event Lessor shall repossess or retake the Equipment, and there shall be applicable grace period specified in or attached to such Equipment any property owned by, or in the custody or control of Lesseesubsection 25 (a) below, then Lessor is hereby authorized to take possession from and after the expiration of such property for a grace period of ten and until such sum is paid to Landlord, interest shall accrue (10such interest being payable as rent hereunder) days. Thereafter, if any such property is not claimed and taken by Lessee within ten (10) (C) ▇▇▇▇▇▇ AND ▇▇▇▇▇▇ WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS, DEFENSES, COUNTERCLAIMS AND SUITS OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENTon the delinquent amount at the Effective Rate.

Defaults Remedies. (A) Lessee shall be deemed to be in default hereunder upon the occurrence of If any of the following events (“Events of each herein referred to as a "Default”):") shall occur: (1a) Lessee Any material representation, warranty or covenant made by any Company in any of the Transaction Documents shall fail prove to make any payment due hereunder within ten have been incorrect, incomplete or misleading on or as of the date made or deemed made; or (10b) days after its due date; (2) Lessee Any Company shall fail to perform or observe any other material term, covenantcovenant or agreement contained in any Transaction Document and such failure shall continue for a period of five (5) days after written notice thereof from Laurus shall have been received by Vertex, or condition as agent for the Companies; or (c) Laurus shall reasonably believe that any Company is failing to tender all of its Accounts Receivable to Laurus for purchase pursuant to Section 1 of this Agreement; (3) Lessee or any company shall have abandoned the Equipment; (4) any representation or warranty of Lessee shall have been untrue in any material respect when made, or any information submitted by Lessee failed to Lessor shall be false or misleading in any material respect; or (5) Lessee shall have defaulted under any other agreement with Lessor. (B) Upon the occurrence of an Event of Default, Lessor may declare this Agreement tender Accounts Receivable to be in Default, and thereafter may exercise any one or more of the following remedies: (1) Declare the rent Laurus for the Term and all other unpaid rent, fees, taxes and charges under this Agreement immediately due and payable; (2) Repossess, retake and/or retain any or all of the Equipment free of all rights and claims of Lessee without notice, without legal process, or judicial intervention, and without releasing Lessee of any term, covenant or condition provided herein; (3) Sell or otherwise dispose of any or all of the Equipment, whether or not in Lessor’s possession, in a commercially reasonable manner and apply the net proceeds of such disposition, after deducting all costs, to the obligations of Lessee, with Lessee remaining liable for any deficiency; (4) Terminate this Agreement; and/or (5) Exercise any other right or remedy available to Lessor at law or in equity. Lessor’s waiver of any Event of Default shall not constitute a waiver of any other Event of Default or a waiver of any term or condition of this Agreement. Lessee shall pay all Lessor’s legal fees and all other costs and expenses incurred by reason of any Event of Default. No right or remedy referred to herein is intended to be exclusive, and each may be exercised concurrently or separately and from time to time. In the event Lessor shall repossess or retake the Equipment, and there shall be in or attached to such Equipment any property owned by, or in the custody or control of Lessee, then Lessor is hereby authorized to take possession of such property purchase for a period of ten (10) or more consecutive business days. Thereafter; or (d) Any Company shall instruct any Account Debtor to mail or deliver payment on Accounts Receivable to such Company or to any person or entity other than Laurus or, if at Laurus' direction, the Designated Agent, or deposit any check from an Account Debtor for payment of an Accounts Receivable in violation of Section 7(a) hereof; or (e) There shall be any change in the controlling ownership of any Company, except with respect to shares of Vertex's Common Stock issued to current shareholders of Plus Solutions, Ltd.; or (f) Any Company (i) except as set forth in Vertex's Quarterly Report filed with the Securities and Exchange Commission on February 20, 2002, shall generally not pay, or shall be unable to pay, or shall admit in writing its inability to pay its debts as such debts become due; or (ii) shall make an assignment for the benefit of creditors, or petition or apply to any tribunal for the appointment of a custodian, receiver, or trustee for it or a substantial part of its assets; or (iii) shall commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or (iv) shall have had any such property petition or application filed or any such proceeding commenced against it in which an order for relief is not claimed and taken by Lessee within ten entered or an adjudication or appointment is made, or (10)v) shall take any corporate action indicating its consent to, approval of, or acquiescence in any such petition, application, proceeding, or order for relief or the appointment of a custodian, receiver, or trustee for all or any substantial part of its properties; or (vi) shall suffer any such custodianship, receivership, or trusteeship to continue undischarged (Ci) ▇▇▇▇▇▇ AND ▇▇▇▇▇▇ WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMSdeclare the Facility Fee, DEFENSESLaurus' accrued fees with respect to the Purchased Receivables (calculated as provided in the Fee Schedule as if all Purchased Receivables had been paid in full on the date of such declaration) and all other amounts payable under the Transaction Documents to be forthwith due and payable, COUNTERCLAIMS AND SUITS OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENTwhereupon the Facility Fee and all such other amounts shall become and be forthwith due and payable, without demand, protest, or further notice of any kind, all of which are hereby expressly waived by each Company; or (ii) declare that its obligation to purchase and/or administer Accounts Receivable pursuant to this Agreement is terminated, whereupon such obligation or obligations shall forthwith terminate; or (iii) both. Laurus may terminate its obligation to purchase additional Accounts Receivable pursuant to this Agreement without terminating this Agreement or its right to administer Accounts Receivable pursuant to the terms hereof. Each Company and Laurus acknowledge that the actual damages that would be incurred by Laurus after the occurrence of a Default would be difficult to quantify and that each Company and Laurus have agreed that the fees and obligations set forth in this paragraph and in this Agreement would constitute fair and appropriate liquidated damages in the event of any such termination.

Defaults Remedies. (A) Lessee shall be deemed to be in default hereunder upon the occurrence of any of the following events (“Events of Default”): (1) Lessee shall fail to make any payment due hereunder within ten (10) days after its due date; (2) Lessee shall fail to perform or observe any other term, covenant, or condition of this Agreement; (3) Lessee shall have abandoned the Equipment; (4) any representation or warranty of Lessee shall have been untrue in any material respect when made, or any information submitted by Lessee to Lessor shall be false or misleading in any material respect; or (5) Lessee shall have defaulted under any other agreement with Lessor. (B) Upon the occurrence of an Event of Default, Lessor may declare this Agreement to be in Default, and thereafter may exercise any one or more of the following remedies: : (1) Declare the rent for the Term and all other unpaid rent, fees, taxes and charges under this Agreement immediately due and payable; (2) Repossess, retake and/or retain any or all of the Equipment free of all rights and claims of Lessee without notice, without legal process, or judicial intervention, and without releasing Lessee of any term, covenant or condition provided herein; (3) Sell or otherwise dispose of any or all of the Equipment, whether or not in Lessor’s possession, in a commercially reasonable manner and apply the net proceeds of such disposition, after deducting all costs, to the obligations of Lessee, with Lessee remaining liable for any deficiency; (4) Terminate this Agreement; and/or (5) Exercise any other right or remedy available to Lessor at law or in equity. Lessor’s waiver of any Event of Default shall not constitute a waiver of any other Event of Default or a waiver of any term or condition of this Agreement. Lessee shall pay all Lessor’s legal fees and all other costs and expenses incurred by reason of any Event of Default. No right or remedy referred to herein is intended to be exclusive, and each may be exercised concurrently or separately and from time to time. In the event Lessor shall repossess or retake the Equipment, and there shall be in or attached to such Equipment any property owned by, or in the custody or control of Lessee, then Lessor is hereby authorized to take possession of such property for a period of ten (10) days. Thereafter, if any such property is not claimed and taken by Lessee within ten (10)) days after Lessor repossesses or retakes the Equipment, such property will be deemed abandoned by Lessee, and Lessor shall have the right to dispose of it. (C) ▇▇▇▇▇▇ AND ▇▇▇▇▇▇ WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMSand Lessor waive all right to trial by jury of all claims, DEFENSESdefenses, COUNTERCLAIMS AND SUITS OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENTcounterclaims and suits of any kind arising from or relating to this Agreement.

Defaults Remedies. (A) Lessee shall be deemed to be in default hereunder upon Section 14.01. If, during the occurrence of any of the following events (“Events of Default”): (1) Lessee shall fail to make any payment due hereunder within ten (10) days after its due date; (2) Lessee shall fail to perform or observe any other termTerm, covenant, or condition of this Agreement; (3) Lessee shall have abandoned the Equipment; (4) any representation or warranty of Lessee shall have been untrue in any material respect when made, or any information submitted by Lessee to Lessor shall be false or misleading in any material respect; or (5) Lessee shall have defaulted under any other agreement with Lessor. (B) Upon the occurrence of an Event of Default, Lessor may declare this Agreement to be in Default, and thereafter may exercise any one or more of the following remediesacts or occurrences (any one of such occurrences or acts being herein called an “Event of Default”), shall happen: (1A) Declare Tenant shall default in making any payment of Monthly Basic Rent or any Additional Rent as and when the rent for the Term and all other unpaid rent, fees, taxes and charges under this Agreement immediately same shall become due and payable; (2) Repossess, retake and/or retain any or all of the Equipment free of all rights and claims of Lessee without notice, without legal process, or judicial intervention, and without releasing Lessee such default shall continue for a period of any term, covenant or condition provided herein; (3) Sell or otherwise dispose of any or all of the Equipment, whether or not in Lessor’s possession, in a commercially reasonable manner and apply the net proceeds of such disposition, after deducting all costs, to the obligations of Lessee, with Lessee remaining liable for any deficiency; (4) Terminate this Agreement; and/or five (5) Exercise days after notice from Landlord that such payment is due and unpaid; or (B) Tenant shall default in the performance of or compliance with any of the other covenants, agreements, terms or conditions of this Lease to be performed by Tenant (other than any default curable by payment of money), and such default shall continue for a period of twenty (20) days after written notice thereof from Landlord to Tenant, or, in the case of a default which cannot with due diligence be cured within twenty (20) days, Tenant shall fail to proceed promptly after the giving of such notice and with all due diligence to cure such default and thereafter to prosecute the curing thereof with all due diligence (it being intended that, as to a default not susceptible of being cured with due diligence within twenty (20) days, the time within which such default may be cured shall be extended for such period as may be reasonably necessary to permit the same to be cured with all due diligence); or (C) Tenant or any guarantor of this Lease shall make an assignment for the benefit of creditors or file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, composition, readjustment or similar relief under any present or future bankruptcy or other applicable law, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Tenant or any guarantor of this Lease or of all or any substantial part of its properties or of all or any part of the Demised Premises; or (D) If, within sixty (60) days after the filing of an involuntary petition in bankruptcy against Tenant or any guarantor of this Lease, or the commencement of any proceeding against Tenant or such guarantor seeking any reorganization, composition, readjustment or similar relief under any law, such proceeding shall not have been dismissed, or if, within sixty (60) days after the appointment, without the consent or acquiescence of Tenant or such guarantor, of any trustee, receiver or liquidator of Tenant or such guarantor, or of all or any part of the Demised Premises, such appointment shall not have been vacated or stayed on appeal or otherwise, or if, within sixty (60) days after the expiration of any such stay, such appointment shall not have been vacated, or if, within sixty (60) days after the taking possession, without the consent or acquiescence of Tenant or such guarantor, of the property of Tenant, or of such guarantor by any governmental office or agency pursuant to statutory authority for the dissolution or liquidation of Tenant or such guarantor, such taking shall not have been vacated or stayed on appeal or otherwise; Then and in any such event, and while any such Event of Default shall continue, Landlord may, at its option, notwithstanding the fact that Landlord may have any other right remedy hereunder or remedy available to Lessor at law or in equity, by notice to Tenant, designate a date, not less than ten (10) days after the giving of such notice, on which this Lease shall terminate; and thereupon, on such date the Term of this Lease and the estate hereby granted shall expire and terminate upon the date specified in such notice with the same force and effect as if the date specified in such notice was the date hereinbefore fixed for the expiration of the Term of this Lease, and all rights of Tenant hereunder shall expire and terminate, but Tenant shall remain liable as herein provided. LessorAdditionally, Tenant agrees to pay, as Additional Rent, all attorney’s waiver fees and other expenses incurred by Landlord in enforcing any of the obligations under this Lease, this covenant to survive the expiration or sooner termination of this Lease. Section 14.02. If this Lease is terminated as provided in Section 14.01, or as permitted by law, Tenant shall peaceably quit and surrender the Demised Premises to Landlord, and Landlord may, without further notice, enter upon, re-enter, possess and repossess the same by summary proceedings, ejectment or other legal proceedings, and again have, repossess and enjoy the same as if this Lease had not been made, and in any such event neither Tenant nor any person claiming through or under Tenant by virtue of any law or an order of any court shall be entitled to possession or to remain in possession of the Demised Premises, and Landlord, at its option, shall forthwith, notwithstanding any other provision of this Lease, be entitled to recover from Tenant (in lieu of all other claims for damages on account of such termination) as and for liquidated damages an amount equal to the excess of all Term Basic Rent and Additional Rent reserved hereunder. The rent fixed upon any reletting shall conclusively establish the fair rental value. Nothing herein contained shall limit or prejudice the right of Landlord, in any bankruptcy or reorganization or insolvency proceeding, to prove for and obtain as liquidated damages by reason of such termination an amount equal to the maximum allowed by any bankruptcy or reorganization or insolvency proceedings, or to prove for and obtain as liquidated damages by reason of such termination, an amount equal to the maximum allowed by any statute or rule of law whether such amount shall be greater or less than the excess referred to above. Section 14.03. If Landlord re-enters and obtains possession of the Demised Premises, as provided in Section 14.02 of this Lease, following an Event of Default Default, Landlord shall not constitute a waiver of any other Event of Default have the right, without notice, to repair or alter the Demised Premises in such manner as Landlord may deem necessary or advisable so as to put the Demised Premises in good order and to make the same rentable, and shall have the right, at Landlord’s option, to relet the Demised Premises or a waiver of any term or condition of this Agreement. Lessee part thereof, and Tenant shall pay to Landlord on demand all Lessor’s legal expenses incurred by Landlord in obtaining possession, and in altering, repairing and putting the Demised Premises in good order and condition and in reletting the same, including reasonable fees of attorneys and architects, and all other reasonable expenses or commissions, and Tenant shall pay to Landlord upon the rent payment dates following the date of such re-entry and including the date for the expiration of the Term of this Lease in effect immediately prior to such re-entry, the sums of money which would have been payable by Tenant as Monthly Basic Rent hereunder on such rent payment dates if Landlord had not re-entered and resumed possession of the Demised Premises, deducting only the net amount of Basic Rent and Additional Rent, if any, which Landlord shall actually receive (after deducting from the gross receipts, the expenses, costs and payments of Landlord which in accordance with the terms of this Lease would have been borne by Tenant) in the meantime from and by any reletting of the Demised Premises, and Tenant shall remain liable for all sums otherwise payable by Tenant under this Lease, including but not limited to the expenses incurred of Landlord aforesaid, as well as for any deficiency aforesaid, and Landlord shall have the right from time to time to begin and maintain successive actions or other legal proceedings against Tenant for the recovery of such deficiency, expenses or damages or for a sum equal to any Monthly Basic Rent payment and Additional Rent. As an alternative remedy, Landlord shall be entitled to damages against Tenant for breach of this Lease, at any time (whether or not Landlord shall have become entitled to or shall have received any damages as hereinabove provided) in an amount equal to the excess, if any, of the Term Basic Rent and Additional Rent which would be payable under this Lease at the date of the expiration of the Term, less the amount of Term Basic Rent and Additional Rent received by reason Landlord upon any reletting, both discounted to present worth at the rate of four (4%) percent per annum. The obligation and liability of Tenant to pay the Term Basic Rent and the Additional Rent shall survive the commencement, prosecution and termination of any action to secure possession of the Demised Premises. Nothing herein contained shall be deemed to require Landlord to wait to begin such action or other legal proceedings until the date when this Lease would have expired had there not been an Event of Default. No right or remedy referred to herein is intended to be exclusive, and each may be exercised concurrently or separately and from time to time. Section 14.04. In the event Lessor of an Event of Default which results in Landlord recovering possession of the Demised Premises, then neither Tenant nor any other person shall repossess have or retake the Equipment, and there shall be claim any right of redemption in or attached to such Equipment the Demised Premises or any property owned bypart thereto or estate therein, under any law now or in the custody hereafter existing and Tenant for itself and its successors or control of Lessee, then Lessor is assigns hereby authorized to take possession of such property for a period of ten (10) days. Thereafter, if releases and surrenders any such property is not claimed right of redemption. Section 14.05. Landlord and taken by Lessee within ten (10) (C) ▇▇▇▇▇▇ AND ▇▇▇▇▇▇ WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS, DEFENSES, COUNTERCLAIMS AND SUITS OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENTTenant hereby expressly agree that Landlord’s obligations to mitigate or attempt to offset or reduce any damages are expressly limited to that required of Landlord under the laws of the State of New Jersey then in effect.