Common use of Default Remedies Clause in Contracts

Default Remedies. A "Default" shall exist if any of the following ----------------- occurs and is not remedied (i) in the case of events described in clause (a) below, within 15 days after notice from the Lender to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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 be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company).

Default Remedies. A "Default" shall exist if any Any one of the following occurrences shall constitute an ----------------- occurs and is not remedied "EVENT OF DEFAULT" under this Note: (i) in failure by 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 of the Company punctually Maker to make any payment of any amount payable under principal or interest when the Notesame becomes due and payable, whether at maturity, said failure continuing for thirty (30) days or at a date fixed for any prepayment more; or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (dii) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes Maker shall fail to pay its debts, make an assignment for the benefit of its creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any shall commit an act of bankruptcy, or shall admit in writing its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable inability to pay its debts as they mature; 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 (e60) days after its commencement or convert the Company is in default on indebtedness case from one chapter of the Federal Bankruptcy Code to another personchapter, 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 amount of such indebtedness exceeds $250,000 entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the acceleration option of the maturity Payee hereof and without demand or notice of such indebtedness would have a material adverse effect upon any kind to the Company; undersigned or any other person (f) a sale of all including, but not limited to, any guarantor now or substantially all of the assets of the Company unless waived in writing by the Lender. Upon the occurrence of a Defaulthereafter existing), the Lender shall immediately become and be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentmentin full. In such event, demand, notice Payee shall have and may exercise any and all rights and remedies available at law or protest of any kind (all of which are expressly waived by the Company)in equity.

Default Remedies. A "Upon the occurrence of an Event of Default" shall exist if , without any presentment, demand, protest, notice of the following ----------------- occurs protest and is not remedied (i) nonpayment, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank may, in the case of events described in clause (a) belowits sole and absolute discretion, 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 thereofimmediately: (a) failure of the Company punctually terminate or suspend Seller’s right hereunder to make submit any payment of any amount payable under the Note, whether at maturity, or at a date fixed Request to Bank for any prepayment or partial prepayment, or by acceleration, or otherwiseBank to purchase Participation Interests; (b) any statement, representation, or warranty pursuant to the power of the Company made 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 remedy after the occurrence of an Event of Default specified 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 be false reasonably deem satisfactory, any or misleading all rights, titles and interest of Bank and Seller in and to any material respect as of or all Participated Mortgage Loans and apply the date madeproceeds thereof to the 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 Warehouse Document, in such order and amounts determined by Bank; (c) failure of the Company punctually exercise its rights and fully to comply with remedies under any of its covenants in this 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 the Company becomes insolvent as defined an Event of Default specified 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 assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (eSections 9.1(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 Defaultoccurs, the Lender fees and other sums due hereunder shall be entitled to declare any of the amounts owed by the Company under the Note become automatically and immediately due and payable, whereupon they immediately will become due both without any action by Bank and payable without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or protest of intent to accelerate, or any other notice of any kind (kind, all of which are hereby expressly waived by waived, notwithstanding anything contained herein to the Company)contrary.

Default Remedies. A "“Default" ” shall exist if any of the following ----------------- occurs and is not remedied (i) in the case of events described in clause (a) below, within 15 days after notice from the Lender to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the NoteNotes, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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 be entitled to declare any of the amounts owed by the Company under the Note Notes due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company).

Default Remedies. A "Default" shall exist if any of the ----------------- following ----------------- occurs and is not remedied (i) in the case of events described in clause (a) below, within 15 days after notice from the Lender to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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 be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company).

Default Remedies. A "The following shall constitute events of default (“Events of Default" shall exist if any of the following ----------------- 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 by Lessee under this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) if Lessee fails to pay when due any rent or other amount due under this Agreement and any such failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed shall remain unremedied for any prepayment or partial prepayment, or by acceleration, or otherwiseten (10) days; (b) if Lessee fails to perform, keep or observe any statementterm, representation, provision or warranty covenant contained in Section 11 of the Company made in this Agreement shall be false or misleading in any material respect as of the date madeAgreement; (c) if Lessee fails to perform, keep or observe any other term, provision or covenant contained in this Agreement and any such failure shall remain unremedied for thirty (30) days after written notice thereof is given by Lessor, Servicer or any other agent of Lessor to Lessee; (d) any seizure or confiscation of any Vehicle or any other act (other than a Casualty Occurrence) otherwise rendering any Vehicle unsuitable for use (as determined by Lessor); (e) if any present or future guaranty in favor of Lessor of all or any portion of the Company punctually obligations of Lessee under this Agreement shall at any time for any reason cease to be in full force and fully 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 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 such guaranty or if any guarantor shall fail to comply with or observe any of the terms, provisions or conditions contained in any such guaranty; (f) the occurrence of a 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 its covenants in Lessor, The Xxxxxxxx Group, Inc. or any direct or indirect subsidiary of The Xxxxxxxx Group, Inc.. For purposes of this Agreement; (d) if 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 assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (e) the Company is in default on indebtedness to another personSection 14, 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; term “guarantor” shall mean any present or (f) a sale future guarantor of all or substantially all any portion of the assets obligations of the Company unless waived in writing by the LenderLessee under this Agreement. Upon the occurrence of a any Event of Default, Lessor, without notice to Lessee, will have the Lender shall be entitled right to declare 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 Company estimated wholesale value of such Vehicle for purposes of Section 3(c) shall be deemed to be $0.00 and (ii) the calculations described in the first two sentences of Section 3(c) shall be made without giving effect to clause (ii) in each such sentence); and/or (f) Lessor may exercise any other right or remedy which may be available to Lessor under the Note 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 amounts due and payable, whereupon they immediately will become due and payable without presentment, demand, notice for periods prior to the effective date of such termination or protest Lessee's obligation to pay any indemnities under this Agreement. All remedies of any kind (all of which Lessor under this Agreement or at law or in equity are expressly waived by the Company)cumulative.

Default Remedies. A "“Default" ” shall exist if any of the following ----------------- occurs and is not remedied (i) in the case of events described in clause (a) below, within 15 days after notice from the Lender to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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 be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company).

Default Remedies. A "At any time and from time to time following the occurrence of any Event of Default" shall exist if , Lender may accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount. Notwithstanding the foregoing, upon the occurrence of any of the following ----------------- 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 Trigger Event described in clauses (b), (c), (d), (e) through or (hf) below or elsewhere in this Agreementof Section 4.1, within 30 days after notice from an Event of Default will be deemed to have occurred and the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect Outstanding Balance as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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 such Trigger Event shall be entitled to declare any of the amounts owed by the Company under the Note due become immediately and payable, whereupon they immediately will become automatically due and payable in cash at the Mandatory Default Amount, without any written notice required by Lender for the Trigger Event to become an 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 connection with acceleration described herein, Lender need not provide, and Borrower hereby waives, any presentment, demand, protest or other notice or protest of any kind (kind, and Lender may immediately and without expiration of any grace period enforce any and all of which are expressly waived 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 any time prior to payment hereunder and Lender shall have all rights as a holder of the Company)Note until such time, if any, as Lender receives full payment pursuant to this Section 4.4. No such rescission or annulment shall affect any subsequent Trigger Event or Event of Default or impair any right consequent thereon.

Default Remedies. A "Default" shall exist if Any breach or violation of any provisions of the following ----------------- occurs Lease by Subtenant shall be deemed to be and is not remedied (i) in shall constitute a default by Tenant under the case of events described in clause Lease. In the event (a) belowof any default by Tenant or Subtenant in the full performance and observance of any of their respective obligations under this Consent, which default shall not be cured within 15 thirty (30) days after notice from the Lender to the Company thereof, and party in default (ii) in the case with a copy of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after such notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturityother party), or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, representation or warranty of the Company Tenant or Subtenant made in this Agreement herein shall prove to be false or misleading in any material respect, then (i) such event may, at Landlord’s option, be deemed an Event of Default under the Lease and (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 giving of such notice, Landlord may, in addition to Landlord’s other remedies, revoke this Consent and Subtenant shall have no further rights with respect as 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 date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trusteeLease, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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 Landlord shall be entitled to declare any all of the rights and remedies which are available 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 possession of the Premises under §365(h)(l)(A)(ii) and any right of offset under §365(b)(1)(B) against any amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)owing to Landlord.

Default Remedies. A "Default" (a) If Tenant shall: (i) default in the payment when due of any Basic Rent, Additional Rent, or any other charges hereunder, and such default shall exist continue for five (5) business days after written notice from Landlord of such default; or (ii) if Tenant shall default in the performance or observance of any of the following ----------------- occurs other covenants contained in this Lease on Tenant’s part to be performed or observed and is not remedied (i) in the case of events described in clause (a) belowshall fail, within 15 thirty (30) days after written notice from the Lender Landlord of such default, to the Company thereofcure such default, or if such cure cannot reasonably be completed within thirty (30) days, if Tenant fails promptly to commence such cure, and thereafter diligently complete it (iiand in any event within sixty (60) in days following the case end of events described in clauses said thirty (b30) through day period); or (hiii) below or elsewhere in this Agreement, within 30 days after notice from if the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepaymentestate hereby created shall be taken on execution, or by accelerationother process of law or if Tenant shall be found, under Title 11 of the United States Code as from time to time in effect, or otherwise; (b) under any statementapplicable law, representationother than said Title 11, of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors, to be bankrupt or insolvent, or warranty an order by a court of competent jurisdiction shall be entered approving its liquidation or reorganization or any modification or alteration of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any rights of its covenants in this Agreement; creditors (dwhich order is not discharged within 45 days after such entry) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; assuming custody of, or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of appointing a trustee, interim trustee, receiver, receiver or other custodian for for, all or a substantial part of its property (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 in the name of the whole, and repossess the same as of Landlord’s former estate, and, by any lawful means, expel Tenant and those claiming through or under Tenant and remove its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension effects without being deemed guilty of any manner of its debts upon trespass, and without prejudice to any terms; remedies which might otherwise be used for arrears of rent or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (e) the Company is in default on indebtedness to another person, the amount preceding breach 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 be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)covenant.

Default Remedies. (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 Section 1 hereof) and under an Equipment Schedule ("Default" shall exist ") if any of the following ----------------- 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 of the Company punctually Lessee shall fail to make any payment of Rent or any amount payable under the Noteother payment hereunder, whether at maturitythereunder, or at under any other Lease Document relating thereto, within ten (10) days after the same shall have become due; or (ii) Lessee shall fail to obtain and maintain the insurance required pursuant thereto; (iii) (1) Lessee shall fail to perform or observe any other covenant, condition or agreement to be performed or observed by it thereunder or under any other Lease Document relating thereto and such failure shall continue unremedied for a date fixed period of thirty (30) days after the earlier of (A) actual knowledge thereof by any officer of Lessee, or (B) written notice thereof to Lessee by Lessor; or (2) Lessee repudiates this Lease or such Equipment Schedule, or any part hereof or thereof, or attempts to reject or revoke acceptance of any Equipment to be leased or leased thereunder (except for any prepayment or partial prepaymentrejection permitted by the last sentence of Section 5 of this Lease), or by acceleration(iv) Lessee shall (1) be generally not paying its debts as they become due; or (2) take action for the purpose of invoking the protection of any bankruptcy or insolvency law, or otherwiseany such law is invoked against or with respect to Lessee or its property, and any such petition filed against Lessee is not dismissed within sixty (60) days; or (v) Lessee shall make or permit any unauthorized Lien against or assignment or transfer thereof or of the Equipment or of any interest therein; (bvi) any certificate, statement, representation, warranty or warranty audit contained herein, therein or in any other Lease Document heretofore or hereafter furnished with respect thereto by or on behalf of the Company made in this Agreement shall be Lessee proving to have been false or misleading in any material respect at the time as of which the date madefacts therein set forth were stated or certified, or having omitted any substantial contingent or unliquidated liability or claim against Lessee; or (cvii) failure Lessee shall be in default under any material obligation for the payment of borrowed money, for the 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 conveyed or leased substantially all of its assets 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 Company punctually United States or any state, and fully not 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 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 covenants in this Agreement; conformance to the other standard criteria used by Lessor (d) if or Lessor's affiliate or agent to the Company becomes insolvent as defined extent such affiliate or agent and not Lessor, regularly makes decisions on Lessor's behalf to participate or not participate in the Georgia Uniform Commercial Code extension of lease financing to an equipment user); or makes an assignment for the benefit of creditors(ix) there occurs a default under any guaranty executed in connection with such Equipment Schedule; or if there is an anticipatory repudiation of Lessee's obligations hereunder, under such Equipment Schedule or any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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 CompanyLease Documents; or (fx) 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 be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company).if Lessee is a

Default Remedies. A "(A) In addition to any other acts or omissions designated in this Lease as Events of Default" shall exist if any , each of the following ----------------- occurs and is not remedied shall constitute an Event of Default by Tenant hereunder: (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 of the Company punctually to make any payment of Rent or any amount payable installment thereof or to pay any other sum required to be paid by Tenant under this Lease or under the Noteterms of any other agreement between Landlord and Tenant within five (5) 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, whether at maturityhowever, 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 at other charge when due shall constitute a date fixed default under this Lease without requirement of any notice or cure period; provided further, that any such notice given pursuant to this Section 22(A) shall be in addition to, and not in lieu of, any notice required under Applicable Law; (ii) the use or occupancy of the Premises for any prepayment purpose other than the Permitted Use or partial prepayment, or by acceleration, or otherwisethe conduct of any activity in the Premises which constitutes a violation of law; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (diii) if the Company becomes insolvent as defined interest of Tenant or any part thereof under this Lease shall be levied on under execution or other legal process and said interest shall not have been cleared by said levy or execution within fifteen (15) days from the 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 Georgia Uniform Commercial Code Lease or makes if a receiver shall be appointed for Tenant or any guarantor or any of the property of Tenant or guarantor; (v) if Tenant or any guarantor of the Lease shall make an assignment for the benefit of creditors; creditors or if any action is brought by the Company seeking dissolution of the Company or liquidation of Tenant shall admit in writing its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable inability to pay its meet Xxxxxx’s debts as they mature; (evi) the Company is 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 default on indebtedness each case, as permitted in this Lease, or mutually agreed 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 parties; (vii) if Tenant shall fail to immediately discharge or bond over any lien placed upon the occurrence Premises in violation of a Default, this Lease; (viii) omitted; (ix) if Tenant shall abandon or vacate the Lender Premises during the Term; (x) if Tenant shall be entitled fail to declare execute and deliver an estoppel certificate as required hereunder; or (xi) the failure to observe or perform any of the amounts owed by other covenants or conditions in this Lease which Tenant is required to observe and perform and which Tenant has not corrected within thirty (30) days after written notice thereof to Tenant; provided, however, that if said failure involves the Company under the Note due and payablecreation of a condition which, whereupon they immediately will become due and payable without presentmentin Xxxxxxxx’s reasonable judgment, demandis dangerous or hazardous, notice or protest of any kind Tenant shall be required to cure same within forty-eight (all of which are expressly waived by the Company)48) hours.

Default Remedies. A "Default" shall exist if any of the following ----------------- occurs and is not remedied (i) in the case of events described in clause (a) below, within 15 days after notice from the Lender Prior to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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, all collections on the Collateral shall be distributed solely as set forth in the Security Agreement and the Collateral may be disposed of by the Initial Lender only as and to the extent set forth in the Security Agreement. If a Default shall occur and be continuing, the Lender shall be entitled may, notwithstanding any other provision of this Agreement or any Program Document, instruct the Collateral Agent to, exercise any right, power or remedy permitted to declare it by law, either by suit in equity or by action at law, or both, whether for specific performance of any covenant or agreement contained in the Program Documents or in the Notes or for an injunction against a violation of any of the amounts owed 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 be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. No course of dealing on the part of the Lender or the Collateral Agent, or any delay or failure on the part of the Lender or the Collateral Agent to exercise any right or power, shall operate as a waiver of such right or power or otherwise prejudice the rights, powers and remedies of the Lender or the Collateral Agent or of any other Lender or the Collateral Agent. No failure to insist upon strict compliance with any covenant, term, condition or other provision of the Program Documents or the Note shall constitute a waiver by the Company under Lender or the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest Collateral Agent of any kind (all such covenant, term, condition or other provision or of which are expressly waived any Default in connection therewith. To the extent effective under applicable law, the Borrower hereby agrees to waive, and does hereby absolutely and irrevocably waive and relinquish, the benefit and advantage of any valuation, stay, appraisement, extension or redemption laws now existing or that may hereafter exist that, but for this provision, might be applicable to any sale made under any judgment, order or decree of any court, or otherwise, based on the Advance or on any claim for interest and fees in respect of the Advance. If an Default shall occur, and be continuing, the Borrower will pay to the Lender or the Collateral Agent, to the extent not prohibited by applicable law and not paid in accordance with the Company)Security Agreement, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection and of the taking of remedial actions and the maintenance of enforcement proceedings, including, without limitation, reasonable and necessary attorneys' fees and disbursements.

Default Remedies. A Borrower will be in default under this Agreement (each, a "Default" shall exist if any of the following ----------------- occurs and is not remedied (iDEFAULT") 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 thereofif: (a) failure of the Company punctually to make Borrower breaches any payment of any amount payable under the Noteterms, whether at maturitycovenants, warranties or representations contained herein, or at a date fixed for in any prepayment or partial prepayment, or by acceleration, or otherwiseother Loan Document; (b) any statementCorporate Guarantor breaches any terms, representationcovenants, 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 warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date maderepudiates such Corporate Guarantor's liability thereunder; (c) failure 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 Company punctually and fully date on which such breach becomes known to comply with any officer of its covenants in this AgreementBorrower; (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 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 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) [RESERVED]; (j) Borrower or any Corporate Guarantor ceases existence as a corporation unless such Corporate Guarantor ceases existence pursuant to a merger with and into Borrower; (k) (i) Borrower ceases or suspends business, 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 the Company becomes insolvent as defined in the Georgia Uniform Commercial Code such event occurs without prior notice thereof to DFS; (l) Borrower or any Corporate Guarantor makes an a general assignment for the benefit of creditors; (m) Borrower or if any action is brought by the Company seeking dissolution of the Company Corporate Guarantor becomes insolvent or liquidation of its assets voluntarily or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under involuntarily becomes subject to the Federal Bankruptcy Code; , any state insolvency law or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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 be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company).law;

Default Remedies. A "Default" shall exist if any of Except as provided in the following ----------------- occurs and is not remedied (i) in the case of events described in clause (a) belowsentence, within 15 days after notice from the Lender to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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 an Event of Default, Agent may (and upon written instructions from Majority Lenders, Agent shall) declare the Lender Commitments to be terminated and/or declare the entire principal and all interest accrued on the Notes to be, and the Notes, together with all Obligations, shall be entitled to declare any of the amounts owed by the Company under the Note thereupon become, forthwith due and payable, whereupon they without any presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate or other notice of any kind, all of which hereby are expressly waived. Notwithstanding the foregoing, (a) if an Event of Default specified in Subsections 7.01(e)(i), (ii) or (iii) above occurs with respect to the Company, the Commitments shall automatically and immediately will terminate and the Notes and all other Obligations shall become automatically and immediately due and payable payable, both as to principal and interest, without any action by Agent or any Lender and without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or protest of intent to accelerate, or any other notice of any kind (kind, all of which are hereby expressly waived waived, anything contained herein or in any Notes to the contrary notwithstanding, and (b) if an Event of Default specified in Sections 7.01(b), (c), (d), (e), (f) or (g) occurs with respect to a Co-Borrower, the Agent and the Lenders shall not have the right to declare the Commitments to be terminated, declare the entire principal and all interest accrued on the Notes to be forthwith due and payable, or exercise any of their other rights hereunder or under the Loan Documents (except that the Lenders shall have no further obligation to make Loans to enable such Co-Borrower to originate Mortgage Loans, and the Agent and the Lenders may exercise their remedies with respect to the Mortgage Loans pledged by such Co-Borrower to the Company)Agent pursuant to the Pledge and Security Agreement) for 10 Business Days after the occurrence of such Event of Default, or thereafter if all Loans made to enable such Co-Borrower to originate or acquire Mortgage Loans hereunder have been repaid in full.

Default Remedies. A "Default" shall exist if any Any of the following ----------------- occurs and is not remedied (i) in the case shall constitute an "Event of events described in clause Default" under this Lease: If (a) below, within 15 Lessee fails to pay when due any rent or other amount required herein to be paid by Lessee and such non-payment continues for more than seven days after notice thereof from the Lender to the Company thereofLessor, and (ii) in the case of events described in clauses or (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or Lessee makes an assignment for the benefit of creditors; , whether voluntary or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiverinvoluntary, or other custodian for any of its property; or if the Company commences (c) a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought filed by or against Lessee under any bankruptcy, insolvency or similar 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 Company seeking similar relief same within seven days after notice thereof from Lessor, or alleging that it is insolvent or unable to pay its debts as they mature; (e) the Company is in default on indebtedness to another personLessee makes a bulk transfer of furniture, 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; furnishings, fixtures or other equipment or inventory, or (f) Lessee ceases doing business as a sale of 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 assets legal structure of Lessee, in each case it results, in the opinion of the Company unless waived Lessor, in writing 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 prove to have been false or misleading in any material respect when made or when deemed to have been made, or (i) Lessee shall be in default under any material obligation for the Lenderpayment of borrowed money or the 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 be in default under any other agreement now existing or hereafter made with Lessor or any of 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 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 guaranty 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 have been revoked or terminated or shall have otherwise ceased, for any reason, to be in full force and effect. Upon An Event of Default with respect to any Equipment Schedule shall constitute an Event of Default for all Equipment Schedules. Lessee shall promptly notify Lessor of the occurrence of a Default, the Lender shall be entitled to declare any Event of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, Default upon Lessee's receipt of notice or protest of any kind knowledge thereof (all of which are expressly waived by the Companyother than pursuant to Lessor's notice).

Default Remedies. A "Default" shall exist if Upon the failure of Mortgagor to pay or cause the applicable tenant thereof to pay any of the taxes, assessments, debts, liens or other charges as the same become due and payable, or to insure the Mortgaged Premises or deliver the certificates of insurance and copies of the policies of insurance as herein provided, or to perform Mortgagor's covenants and agreements herein, Mortgagee is hereby authorized, at its option, to insure the Mortgaged Premises, or any part thereof, and pay the costs of such insurance, and to pay such taxes, assessments, debts, liens or other charges herein described, or any part thereof, and to remedy 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 a waiver of subrogation or substitution which Mortgagee might otherwise have. In the event of the failure of Mortgagor within any applicable curative or grace period following ----------------- occurs 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 the failure to deliver renewal policies in the manner and time herein provided, or if any installment of principal or interest is not remedied (i) paid at or within the time required by the terms of the Note, or in the case of events described the failure of the Mortgagor to comply with the terms, provisions and conditions of paragraph 4 hereof in clause 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 (a30) below, within 15 days after following written notice from Mortgagee (except for payment obligations under the Lender 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 deemed to constitute Mortgagee's consent to any other mortgage, or on the breach of any of the terms, provisions, covenants or warranties of the Note, the 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 loan evidenced by the Note and all other obligations, 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 Company possession of the Mortgaged Premises and the rents, lease payments, security deposits and profits and proceeds 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 shall be entitled to the Company thereof: (a) failure have a receiver appointed to take possession of the Company punctually to make any payment Mortgaged Premises. At the option of any amount payable under the NoteMortgagee, whether at maturity, or at a date fixed for any prepayment or partial prepaymentthis Mortgage may be foreclosed by judicial proceedings, or by accelerationnon-judicial foreclosure sale in accordance with applicable laws, and to sell and dispose of the Mortgaged Premises and all the right, title, and interest of Mortgagor therein, by sale at any place authorized by law as may be specified in the notice of such sale to the highest bidder. If this Mortgage is foreclosed by non-judicial foreclosure sale pursuant to the power of sale, Mortgagee shall give notice of the foreclosure by publication once a week for 3 successive weeks. Such notice shall state the time, place and terms of each such sale by publication in some newspaper published in the county or counties in which the Mortgaged Premises are to be sold, or otherwise; a substantial and material part thereof, is located. At such foreclosure sale, Mortgagee may sell the Mortgaged Premises (bor such part or parts thereof as Mortgagee may from time to time elect to sell) any statementin front of the courthouse door of such county, representationat 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 warranty 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 Company made power of sale with respect to a separate part, parcel, or tract of the Mortgaged Premises in this Agreement 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 false entitled to bid and to purchase the Mortgaged Premises and shall be entitled to apply the indebtedness secured by the Mortgage, or misleading any portion thereof, in any material respect as 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 date made; (c) failure Mortgagor and in the name and on behalf of the Company punctually Mortgagor to execute and fully deliver any deeds, transfers, conveyances, assignments, assurances, and notices which the Mortgagor ought to comply with 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 covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; or if possession any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment Mortgaged Premises. In case of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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 foreclosure sale of all or substantially all any part of the assets Mortgaged Property and of the Company unless waived in writing application of the proceeds of sale to the payment of the indebtedness secured by the Lender. Upon the occurrence of a Defaultmortgage, the Lender Mortgagee shall be entitled to declare any enforce payment of the and to receive all amounts owed by the Company under the Note then remaining due and payableunpaid and to recover judgment for any portion thereof remaining unpaid, whereupon they immediately will become due with interest. The remedies provided to Mortgagee in this paragraph shall be in addition to and payable without presentment, demand, notice or protest not in lieu of any kind (other rights and remedies provided in this Mortgage, the Note, the Loan Agreement or any other Loan Document, by law or in equity, all of which are expressly rights and remedies may be exercised by Mortgagee independently, simultaneously or consecutively in any order without being deemed to have waived by the Company)any right or remedy previously or not yet exercised.

Default Remedies. A "Default" shall exist if any of the following ----------------- occurs and is not remedied (i) in the case of events described in clause (a) below, Lessor may in writing declare this Agreement in default ("Default") if: (1) Lessee breaches its obligation to pay Rent or any other sum when due and fails to cure the breach within 15 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 from the Lender to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b4) any statement, representation, representation or warranty of the Company 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 (“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 filed against Lessee or any Guarantor, shall not be dismissed within forty-five (45) days; (7) Lessee or any Guarantor 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 less than sixty (60) days prior to such Event: (x) such person is organized and existing under the laws of the United 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 or guaranty hereof, as the case 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 applicable grace period with respect thereto shall have expired; or (9) Lessee shall be in default under any other agreement between Lessor and Lessee, or any other material obligation for borrowed money, for the deferred purchase price of property or any lease agreement, and the applicable grace period with respect thereto shall have expired; or (10) Lessee or any Guarantor is a privately held corporation and effective control of Lessee’s or any Guarantor’s voting capital stock, issued and outstanding from time to time, is not retained by the present stockholders (unless Lessee shall have provided sixty (60) days’ prior written notice to Lessor of the proposed disposition of 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 or in connection with a material change in the ownership of Lessee’s or any Guarantor’s capital stock, Lessee’s or any Guarantor’s debt-to-worth ratio equals or exceeds twice Lessee’s or any Guarantor’s debt-to-worth ratio as of the date made; of this Agreement (c) failure of the Company punctually and fully to comply with any of unless Lessor shall have given its covenants in this Agreement; (d) if 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 assets or seeking the appointment of a trusteeprior written consent thereto). As used herein, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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 be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company).“

Default Remedies. A "Default" shall exist if any of the following ----------------- occurs and is not remedied (i) in the case of events described in clause (a) belowLessor may (or shall if so directed by the Lender or the Collateral Agent) in writing declare this Agreement in default ("Default") if: (1) 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 provisions of this Agreement) remove, sell, transfer, encumber (except to the extent of a Permitted Lien), part with possession of or assign, any Equipment, any Additional 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 15 thirty (30) days after written notice from the Lender to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b5) any statement, representation, representation or warranty of the Company made by Lessee in connection with this Agreement shall be false or misleading in any material respect 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 reorganization or liquidation of corporations, or providing for an agreement, composition, extension or adjustment 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 is not withdrawn or dismissed within thirty (30) days thereafter, or 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 less than sixty (60) days prior to such Event: (x) such Person is organized and existing under the laws of the date made; (c) failure United States or any state, and executes and delivers to Lessor an agreement containing an effective assumption by such Person of the Company punctually due and fully to comply with any punctual performance of its covenants in this Agreement; and (dy) if each of Lessor, Lender and the Company becomes insolvent as defined Collateral Agent confirms 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 assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging writing that it is insolvent or unable reasonably satisfied as to pay its debts as they maturethe creditworthiness of such Person; (e10) the Company is Lessee shall be in default on indebtedness to another personunder 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 amount deferred purchase price of such indebtedness exceeds $250,000 and property or any lease agreement; (12) there occurs a default or anticipatory repudiation under the acceleration of the maturity of such indebtedness would have a material adverse effect upon the CompanyGuaranty; or (f13) a sale effective control of all or substantially all 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 assets proposed disposition of the Company unless waived stock and Lessor and Operating Agent shall have consented thereto in writing writing). Such declaration shall apply to all Schedules except as specifically excepted by the Lender. Upon the occurrence of a DefaultLessor, the Lender shall be entitled to declare any of and the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)Collateral Agent.

Default Remedies. A "Default" shall exist if any of the following ----------------- occurs and is not remedied (i) in the case of events described in clause (a) below, within 15 days after notice from the Lender to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Revolving Note or the 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 fully to comply with any of its covenants in this AgreementAgreement or the Warrant; (de) if 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 assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (eg) 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 (fh) more than 80% of the outstanding shares of Common Stock of the Company shall no longer be held by shareholders of the Company on the date of this Agreement or 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 be entitled to declare any of the amounts owed by the Company under the Revolving Note or the Term Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)) and to 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, in equity or otherwise until all indebtedness of the Company to Lender secured by such collateral is repaid.

Default Remedies. A "Default" shall exist if (A) If at any time prior to or during the Term, any one or more of the following ----------------- occurs and is not remedied events (referred to as “Events of Default”) shall occur: (i) if Tenant shall default in the case payment when due of events described any installment of Fixed Rent or in clause the payment when due of any other sums due Landlord hereunder, and such default shall continue for a period of five (a5) below, within 15 days after notice from the Lender by Landlord to the Company thereofTenant of such default, and or (ii) if Tenant shall default in the case observance or performance of events described in clauses any term, covenant or condition (bother than the covenants to make payment of Fixed Rent or other sums due Landlord) through of this Lease on Tenant’s part to be observed or performed and Tenant shall fail to remedy such default within thirty (h30) below or elsewhere in this Agreement, within 30 days after notice from the Lender by Landlord to the Company thereof: Tenant of such default; or (aiii) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturityif Tenant shall file a voluntary petition in bankruptcy or insolvency, or at such proceeding shall be commenced against Tenant or Tenant shall be adjudicated a date fixed for any prepayment bankrupt or partial prepaymentinsolvent, or by accelerationTenant 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 otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement Tenant shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes make an assignment for the benefit of creditors; , or if any action is brought by the Company seeking dissolution of the Company Tenant shall seek or liquidation of its assets consent to or seeking acquiesce in the appointment of a any trustee, interim trustee, receiver, receiver or other custodian liquidator for Tenant or of all or any part of its Tenant’s property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (eiv) 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 Companyintentionally omitted; or (fv) 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 sale five (5) days’ notice of all or substantially all termination of this Lease and, in 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 assets 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 provisions of Section 713 of the Company Real Property Actions and Proceedings Law. Notwithstanding the foregoing, Landlord shall not have the right to terminate this Lease based upon the failure of Tenant to pay Rent unless waived Tenant shall have failed to pay Rent hereunder, after notice, as aforesaid, on more than two (2) occasions in writing by the Lender. Upon the occurrence of a Default, the Lender shall be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind twelve (all of which are expressly waived by the Company)12) month period.

Default Remedies. A "(A) In addition to any other acts or omissions designated in this Lease as Events of Default" shall exist if any , each of the following ----------------- occurs and is not remedied shall constitute an Event of Default by Tenant hereunder: (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 of the Company punctually to make any payment of Rent or any amount payable installment thereof or to pay any other sum required to be paid by Tenant under this Lease or under the Note, whether at maturity, terms of any other agreement between Landlord and Tenant after written notice and grace period of five (5) days to cure (the notice and cure period shall not be offered for more than 2 defaults per 12 month period); (ii) the use or at a date fixed occupancy of the Premises for any prepayment purpose other than the Permitted Use without Landlord’s prior written consent or partial prepayment, or by acceleration, or otherwisethe conduct of any activity in the Premises which constitutes a violation of law; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (diii) if the Company becomes insolvent as defined interest of Tenant or any part thereof under this Lease shall be levied on under execution or other legal process and said interest shall not have been cleared by said levy or execution within fifteen (15) days from the 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 Georgia Uniform Commercial Code Lease or makes if a receiver shall be appointed for Tenant or any guarantor or any of the property of Tenant or guarantor; (v) if Tenant or any guarantor of the Lease shall make an assignment for the benefit of creditors; creditors or if any action is brought by the Company seeking dissolution of the Company or liquidation of Tenant shall admit in writing its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable inability to pay its meet Tenant’s debts as they mature; (evi) the Company is 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 default on indebtedness each case, as permitted in this Lease, or mutually agreed 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 parties; (vii) if Tenant shall fail to immediately discharge or bond over any lien placed upon the occurrence Premises in violation of a Default, this Lease; (viii) if Tenant shall abandon or vacate the Lender Premises during the Term; (ix) if Tenant shall be entitled fail to declare execute and deliver an estoppel certificate or subordination agreement as required hereunder; or (x) the failure to observe or perform any of the amounts owed by other covenants or conditions in this Lease which Tenant is required to observe and perform and which Tenant has not corrected within twenty (20) days after 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 Company under steps taken to correct the Note due and payablefailure prior to the twentieth (20th) day of said period, whereupon they immediately will become due and payable without presentmentthen Tenant shall have such longer period as is reasonably required to correct any such default not to exceed twenty (20) additional days; provided, demandhowever, notice that if said failure involves the creation of a condition which, in Landlord’s reasonable judgment, is dangerous or protest of any kind (all of which are expressly waived by the Company)hazardous, Tenant shall be required to cure same within 24 hours.

Default Remedies. A "Default" shall exist if any Section 13.1 In the event of a default on the following ----------------- occurs and is not remedied part of Lessee in the payment of rent, or ad valorem taxes, governmental charges, assessments or levies, or default on the part of Lessee (i) in the case of events described in clause (a) below, within 15 days after notice from the Lender pursuant to the Company thereof, terms of any mortgage or note between Lessor and Lessee or (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment satisfaction of any amount payable under other lien created or suffered to be created by Lessee (other than the Notelien permitted by Section 5.2 hereof), whether at maturityif Lessor shall execute and deliver to Lessee and each mortgagee in accordance with the provisions of Section 5.3 of this Lease a written notice specifying such default, or at and if the default thus specified by such notice shall continue for a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; period of sixty (b60) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of days from and after the date madeof such notice, then in such event Lessor shall have the full right at its election to forfeit this Lease or pursue any other legal remedy; (c) failure provided, however, 63 21 that if Lessee shall have executed and delivered, in accordance with the provisions of the Company punctually and fully to comply with any Section 5.2 of its covenants in this Agreement; (d) if 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 assets or seeking the appointment of Lease, a trustee, interim trustee, receivermortgage, or other custodian for proper security instrument, and the mortgagee therein shall have notified Lessor of such fact and furnished Lessor with the address to which copies of notices shall be sent in accordance with the provisions of Section 5.3 of this Lease, then insofar, and only insofar, as the rights of any such mortgagee or trustee authorized under the provisions of its property; or Section 5.2 of this Lease are concerned, Lessor shall have the right to declare this Lease forfeited only if the Company commences default specified by said notice shall continue for an additional period (in addition to the original sixty (60) day period) of thirty (30) days after the date of said original notice. at its election to forfeit this Lease or pursue any other legal remedy; provided, however, that if any mortgagee of Lessee's interest under a voluntary case mortgage or other encumbrance created under Section 5.2 of this Lease is not in actual possession of the Land at the time of such default, then the time within which such mortgagee may commence to cure such default shall be extended until such mortgagee can obtain actual possession; provided that during such interim the mortgagee under a mortgage of the leasehold estate authorized by Section 5.2 shall pay or cause to be paid all rents, taxes, governmental charges, assessments and levies and all liens created or suffered to be created by Lessee (other than the lien held by it) and provided for hereunder as and when same shall become due under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension terms of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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 be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)this Lease.

Default Remedies. A "Default" shall exist if 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 ----------------- occurs taxes, assessments, debts, liens or other charges as the same become due and payable, or to insure the Mortgaged Premises as required under the Loan Agreement, or to perform any of Mortgagor's covenants and agreements herein, Mortgagee is not remedied (i) in hereby authorized, at its option, to insure the case of events described in clause (a) belowMortgaged Premises, within 15 days after notice from the Lender to the Company or any part thereof, and (ii) in pay the case costs of events described in clauses (b) through (h) below such insurance and to pay such taxes, assessments, debts, liens or elsewhere in this Agreementother charges herein described, within 30 days after notice from or any part thereof, and to remedy Mortgagor's failure to perform hereunder and pay the Lender costs associaxxx xxxxxwith, and Mortgagor hereby agrees to refund on demand all sum or sums so paix, xxxx xnterest thereon at the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable default rate under the Note; and any such sum or sums so paid together with interest thereon shall become a part of the indebtedness hereby secured; provided, whether at maturityhowever, that the retention of a lien hereunder for any sum so paid shall not be a waiver of subrogation or substitution which Mortgagee might otherwise have. In the event of the failure of Mortgagor 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 at a date fixed for any prepayment or partial prepaymentthe 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 accelerationthe terms of the Note, or otherwise; (b) the failure to do any statement, representationof the things herein agreed to be done, or warranty on the breach of any of the Company made in this Agreement shall be false or misleading in any material respect as terms of the date made; Note, the Loan Agreement, the Loan documents (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code Loan Agreement), this Mortgage or makes an assignment for any other instrument securing or evidencing the benefit indebtedness hereby secured, beyond any applicable grace period contained therein, including, without limitation, all agreements between Mortgagee and the Mortgagor which give rise to Hedging Obligations (as defined in the Loan Agreement), then, in any of creditors; such events, whether Mortgagee has paid any of the taxes, liens or if 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 action is brought notice to Mortgagor and Mortgagor required by the Company seeking dissolution Oklahoma Power of Sale Mortgage Foreclosure Act, declare the principal of the Company 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 liquidation hereafter be accorded to Mortgagee at law or in equity. Whether Mortgagee elects to foreclose this Mortgage by judicial proceeding or by power of its assets or seeking sale, Mortgagee shall, immediately on default, be entitled to the appointment possession of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (e) the Company is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 Mortgaged Premises 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 Defaultrents and profits thereof, the Lender and shall be entitled to declare any have a receiver appointed to take possession of the amounts owed by the Company under the Note due and payableMortgaged Premises without notice, whereupon they immediately will become due and payable without presentmentwhich notice Mortgagor hereby waives, demand, notice notwithstanding anything contained in this Mortgage or protest of any kind (all of which are expressly waived by the Company)law heretofore or hereafter enacted.

Default Remedies. A a. The following shall be deemed "Events of Default" shall exist if under the Lease; (i) Lessee fails to pay any installment of rent or other charge within 5 days of the date such payment is 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 following ----------------- occurs and is not remedied Equipment, or fails to deliver any documents required of Lessee under the Lease; or (iiii) Any representation or warranty made by Lessee or Lessee's guarantor in the case 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 events described in clause (a) below, within 15 days after notice from the Lender other obligations required to be observed or performed by Lessee under the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, Lease within 30 days after notice from the Lender of Lessee's first knowledge of such failure; or, if more than 30 days are reasonably required to the Company thereof: cure such failure, Lessee fails to commence and to continue to diligently perform such obligations within such 30 days; or (av) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, Lessee or at Lessee's guarantor ceases doing business as a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwisegoing concern; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; admits in writing its inability to pay its debts as they become due; files a voluntary petition in bankruptcy; is adjudicated a bankrupt or if an insolvent; files a petition seeking for itself any action is brought by reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law or regulation or files an answer admitting or fails to deny the Company seeking dissolution material allegations of the Company a petition filed against it in any such proceeding; consents to or liquidation of its assets or seeking acquiesces in the appointment of a trustee, interim 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 other custodian for shareholders shall take any of action to effect its propertydissolution or liquidation; or (vi) if within 30 days after the Company commences a voluntary case under the Federal Bankruptcy Code; commencement of any proceedings against Lessee or if any reorganization or arrangement proceeding is instituted by the Company for the settlementLessee's guarantor seeking reorganization, arrangement, composition, readjustment, composition liquidation, dissolution or extension similar relief under any present or future statute, law or regulation, such proceedings 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 its debts upon any terms; it or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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 any substantial part of the its respective assets of the Company unless waived in writing by the Lender. Upon the occurrence of a Defaultand properties, the Lender such appointment shall not be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)vacated.

Default Remedies. A "Default" shall exist if any of the following ----------------- occurs and is not remedied (i) in the case of events described in clause (a) 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 thereofIf: (a) failure of the Company punctually Lessee fails to make comply with any payment of any amount payable under the Noteterm, whether at maturityprovision, condition, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwisecovenant of this Agreement; (b) any statement, representation, Lessee deserts or warranty of vacates the Company made in this Agreement shall be false or misleading in any material respect as of the date madePremises; (c) failure any petition is filed by or against Lessee under any section or chapter of the Company punctually and fully to comply with Federal Bankruptcy Act, as amended, or under any similar law or statute of its covenants in this Agreementthe United States or any state thereof; (d) if the Company Lessee becomes insolvent as defined or makes a transfer in the Georgia Uniform Commercial Code or fraud of creditors; (e) Lessee 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 assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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 receiver is appointed for Lessee or substantially all any of the assets of the Company unless waived Lessee, then in writing by the Lender. Upon the occurrence any of a Defaultsuch events, the Lender Lessee shall be entitled in default and Lessor shall have the option to declare do any one or more of the amounts owed following: (i) enter the Premises either with or without process of law and to expel, remove and put out Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) Rent said Premises or any part thereof for such term or terms and at such terms and conditions as Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of Lessor, rents received by Lessor from such reletting shall be applied in order as follows: to the Company under payment of any indebtedness from Lessee to Lessor other than Rent due; to the Note due payment of any costs and payableexpenses of such reletting, whereupon they immediately will become including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by Lessee under this Agreement, Lessee shall pay any such deficiency to Lessor and such deficiency shall be calculated and collected by Lessor monthly. No such re-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 presentmenttermination, demand, notice or protest Lessor may at any time terminate this Agreement by reason of any kind (all of which are expressly waived by the Company)default, in addition to any other remedy it may have.

Default Remedies. A "Default" In addition to (and without limiting the Agent's or the Lenders' remedies under) Section 12.4, if an Event of Default shall exist if have occurred and be continuing, the Agent may, with the consent of the Required Lenders, and shall, at the direction of the Required Lenders, exercise any right, power or remedy permitted to it by law, either by suit in equity or by action at law, or both, whether for specific performance of any covenant or agreement contained in the Facility Documents or for an injunction against a violation of any of the following ----------------- occurs and is not remedied (i) terms of the Facility Documents or in aid of any exercise of any power granted to the Agent or the Lenders in the case Facility Documents, or may proceed to enforce payment of events described the Loan or to enforce any other legal or equitable right of the Agent or any Lenders. No remedy herein (including, without limitation, in clause (aSection 12 hereof) belowconferred upon the Agent or any 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 at law, within 15 days after notice from 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 Company thereofrights, 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 (ii) in does hereby absolutely and irrevocably waive and relinquish, the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment benefit and advantage of any amount payable 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 the Noteany judgment, whether at maturity, order or at a date fixed for decree of any prepayment or partial prepayment, or by accelerationcourt, or otherwise; (b) , based on the Loan or on any statement, representation, or warranty claim for interest in respect of the Company made Loan. If an Event of Default shall occur and be continuing, the Borrower will pay to the Agent, to the extent not prohibited by applicable Law and not paid in this Agreement accordance with Section 12.4 hereof, such further amount as shall be false or misleading in any material respect as sufficient to cover the reasonable costs and expenses of collection and of the date made; (c) failure taking of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (e) the Company is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 remedial actions and the acceleration maintenance 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 Defaultenforcement proceedings, the Lender shall be entitled to declare any of the amounts owed by the Company under the Note due including, without limitation, reasonable attorneys' fees and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)disbursements.

Default Remedies. A "Default" shall exist if (A) If at any time prior to or during the Demised Term, any one or more of the following ----------------- occurs and is not remedied events (referred to as "Events of Default") shall occur: (i) if Tenant shall default in the case payment when due of events described any installment of Fixed Rent or in clause the payment when due of any other sums due Owner hereunder, and such default shall continue for a period of ten (a10) below, within 15 days after notice from the Lender by Owner to the Company thereofTenant of such default, and or (ii) if Tenant shall default in the case observance or performance of events described in clauses any term, covenant or condition (bother than the covenants to make payment of Fixed Rent or other sums due Owner) through of this Lease on Tenant's part to be observed or performed and Tenant shall fail to remedy such default within thirty (h30) below or elsewhere in this Agreement, within 30 days after notice from the Lender by Owner to the Company thereof: Tenant of such default; or (aiii) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturityif Tenant shall file a voluntary petition in bankruptcy or insolvency, or at such proceeding shall be commenced against Tenant or Tenant shall be adjudicated a date fixed for any prepayment bankrupt or partial prepaymentinsolvent, or by accelerationTenant 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 otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement Tenant shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes make an assignment for the benefit of creditors; , or if any action is brought by the Company seeking dissolution of the Company Tenant shall seek or liquidation of its assets consent to or seeking acquiesce in the appointment of a any trustee, interim trustee, receiver, receiver or other custodian liquidator for Tenant or of all or any part of its Tenant's property; or (iv) if Tenant shall default in the Company commences a voluntary case observance or performance of any term, covenant or condition on the part of Tenant to be observed or performed under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company other agreement with Owner and such default shall continue beyond any grace period set forth in such other agreement for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (e) the Company is in default on indebtedness to another person, the amount remedying of such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have a material adverse effect upon the Companydefault; or (fv) 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 sale five (5) days' notice of all or substantially all termination of this Lease and, in the event such notice is given, this Lease and the Demised 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 assets Demised Term and this Lease, but Tenant shall remain liable for damages and all other sums payable pursuant to law. Any notice given by Owner to Tenant under this Article SIXTEENTH shall be deemed a "ten day notice to quit" under the provisions of Section 713 of the Company unless waived in writing by the Lender. Upon the occurrence of a Default, the Lender shall be entitled to declare any of the amounts owed by the Company under the Note due Real Property Actions and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)Proceedings Law.

Default Remedies. A "Default" shall exist if If any of the following ----------------- occurs and is not remedied (iherein an "Event of Default") 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 thereofshall occur: (a) failure of Borrower shall default in the Company punctually to make any payment of Indebtedness to Secured Party or in making any amount payable other payment hereunder or under the Noteany Note when due, whether at maturityand such default shall continue for a period of ten (10) days after written notice thereof to Borrower from Secured Party without its cure by Borrower, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) Borrower shall default in the payment when due of any statementobligations of Borrower (A) equal to or greater than $50,000, representationwhether 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 cure 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 of the Company made by Borrower in this Security Agreement or any other documents entered into in connection with this Security Agreement shall prove to be false or misleading incorrect in any material respect as of the date made; when any such representation or warranty was made or given, or (cf) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes Crescent, ANEI or Parent shall become insolvent as defined in the Georgia Uniform Commercial Code or makes make an assignment for the benefit of creditors; , or if any action is brought by the Company seeking dissolution of the Company (g) Crescent, ANEI or liquidation of its assets Parent shall apply for or seeking consent to the appointment of a trustee, interim trustee, receiver, trustee or other custodian liquidator for any a substantial part of its property; property or if such receiver, trustee or liquidator is appointed without the Company commences application or consent of Crescent, ANEI or Parent, or (h) a voluntary case petition shall be filed by or against Crescent, ANEI or Parent under the Federal Bankruptcy Code; federal bankruptcy laws (including, without limitation, a petition for reorganization, arrangement or if extension) or under any reorganization other insolvency law or arrangement proceeding is instituted by the Company law providing for the settlementrelief of debtors, readjustmentor (i) there is, without the prior consent of Secured Party which consent shall not be unreasonably 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 extension (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 have the right to exercise any one or more of its debts upon any terms; the following remedies one or if any action or petition is otherwise brought more times: (A) declare this Security Agreement in default, such declaration being applicable to all Schedules hereunder except as specifically excepted by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they matureSecured Party; (eB) declare the Company is in default on indebtedness to another person, entire amount of unpaid total Indebtedness immediately due and payable; (C) declare due and payable the amount of such indebtedness exceeds $250,000 any indemnification hereunder if then determinable, with interest as provided herein; (D) upon notice to any lessees or sublessees permitted pursuant to paragraph 6(a), 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 acceleration 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 the maturity Collateral, the proceeds of such indebtedness would have a material adverse effect upon sale, less expenses of retaking, storage, repairing and reselling, and reasonable attorneys' fees incurred by Secured Party, to be applied to the Company; 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 (fii) a sale retain the Collateral and all prior payments of all or substantially all Indebtedness, in satisfaction of the assets remaining unpaid Indebtedness in accordance with Section 9-505(2) of the Company unless waived Uniform Commercial Code as in writing by effect in the LenderState of New York; (F) pursue any other remedy then available to Secured Party at law or in equity. Upon 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 Default, means of access to the Lender shall be entitled to declare any coin boxes of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest pay telephones which constitute Items of any kind (all of which are expressly waived by the Company)Collateral.

Default Remedies. A "Default" If (a) default be made in the payment of the rent or any additional charge payable hereunder by Tenant, and such default shall exist if continue for (i) five (5) days after written notice of default, or (b) default be made in any of the following ----------------- occurs other covenants or conditions herein contained on the part of Tenant and is not remedied such default shall continue for thirty (i30) in the case of events described in clause (a) below, within 15 days after written notice from 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 Lender process of curing such default within said first 30-day period and continuously and diligently pursues such cure to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturitycompletion), or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes Tenant shall become insolvent as defined in the Georgia Uniform Commercial Code or makes bankrupt or make an assignment for the benefit of creditors; , or if any action is brought by the Company seeking dissolution (d) a receiver or trustee of the Company Tenant’s property shall be appointed and such receiver or liquidation of its assets or seeking the appointment of a trustee, interim trusteeas the case may be, receivershall not be discharged within sixty (60) days after such appointment, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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 Company is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 and the acceleration Premises without accepting a surrender of the maturity Premises or affecting Tenant’s liability for past rent and other charges due or future rent and other charges to accrue hereunder. In the event of any 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 Defaultdefault, the Lender Landlord shall be entitled to declare any recover from Tenant, in addition to rent and other charges equivalent to rent, all other damages sustained by Landlord on account of the amounts owed breach of this Lease, including, but not limited to, the costs, expenses and attorney fees incurred by Landlord in enforcing the Company under terms and provisions hereof and in reentering and recovering possession of the Note 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 affirmative act or acquiescence by Tenant), without any further rights or obligations on the part of Landlord or Tenant (other than Tenant’s obligation for rent and other charges due and payableowing through the date of acceptance of surrender), whereupon they immediately will become due 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 without presentmenthereunder for the entire balance of the term of this Lease herein reserved or agreed to be paid by Tenant, demandover the then current fair market rental value of the Premises (including “triple net” charges), notice 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 protest in lieu thereof, pursue such other remedy or combination of any kind (all remedies and recover such other damages for breach of which are expressly waived by the Company)tenancy and/or contract as available at law or otherwise.

Default Remedies. A It shall be an "DefaultEVENT OF DEFAULT" shall exist hereunder if Debtor breaches any representation, warranty, covenant or provision hereof or of the following ----------------- occurs and is not remedied (i) Agreement, or defaults 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 payment or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment performance of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditorsObligation; or if there exists any action is brought by the Company seeking dissolution event or condition which, with notice and/or passage of the Company or liquidation of its assets or seeking the appointment of time, would constitute a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case default under the Federal Bankruptcy Code; Agreement or if any reorganization other document, agreement or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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 Lenderinstrument evidencing an Obligation. Upon the occurrence of a an Event of Default, Secured Party may apply any Collateral to the Lender satisfaction of any or all of the Obligations and pursue any additional rights or remedies available to it under this Pledge 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: (a) all interest, income or dividends payable on the Collateral shall be entitled the sole property of and paid to declare 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 proceeds therefrom to the payment of all Obligations. Debtor agrees that it shall be commercially reasonable for Secured Party to withdraw funds or liquidate any Collateral prior to its maturity, notwithstanding the imposition of any early withdrawal or other penalties. Debtor hereby irrevocably waives any bonds and any 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, 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 amounts owed Collateral or otherwise which is made in accordance with the terms of this Pledge Agreement at least five (5) 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 willful misconduct in failing to comply with any applicable law imposing duties upon Secured Party; Secured Party's liability for any such failure shall be limited to the actual loss suffered by Debtor directly resulting from such failure. Secured Party shall have no liability to Debtor in tort or for incidental or consequential damages. With respect to any Collateral traded on any recognized market or exchange, upon the occurrence of an Event of Default Secured 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 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 underwriters. The managing underwriter of any public offering for which any said registration statement is filed shall have the right to impose such conditions on the sale of the Securities as it shall reasonably deem necessary to protect the underwritten offering, provided such conditions are similarly and proportionately imposed on other shares which may be included in said registration as the result of the exercise of piggyback rights by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest holders of any kind (all of which are expressly waived by the Company)such other shares.

Default Remedies. A "Default" shall exist if Any breach or violation of any provisions of the following ----------------- occurs Lease by Subtenant (continuing beyond the expiration of applicable notice and is not remedied (i) cure periods in the case of events described in clause Lease) shall be deemed to be and shall constitute a default by Tenant under the Lease. In the event (a) belowof any default by Tenant or Subtenant in the full performance and observance of any of their respective obligations under this Agreement, which default shall not be cured within 15 thirty (30) days after notice from the Lender to the Company thereof, and party in default (ii) in the case with a copy of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after such notice from the Lender delivered to the Company thereof: (a) failure of other party at the Company punctually to make any payment of any amount payable under the Note, whether at maturitysame time), or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, representation or warranty of the Company Tenant or Subtenant made in this Agreement herein shall prove to be false or misleading in any material respect, then (i) such event may, at Landlord’s option, be deemed an Event of Default by Tenant under the Lease and (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 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 as 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 date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trusteeLease, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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 Landlord shall be entitled to declare any all of the rights and remedies which are available 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 possession of the Premises under §365(h)(1)(A)(ii) and any right of offset under §365(h)(1)(B) against any amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)owing to Landlord.

Default Remedies. A "Default" shall exist if any 16.01 In the event that during the term of this Lease (regardless of the following ----------------- occurs and is not remedied (i) pendency of any bankruptcy, reorganization, receivership, insolvency or other proceedings, at law, in equity, or before any administrative tribunal, that has prevented or might prevent compliance by Tenant with the case terms of events described in clause this Lease): (a) below, within 15 intentionally deleted; (b) Tenant shall fail to pay when due any Rent or any other amount to be paid to Landlord under this Lease where such failure shall continue for a period of five (5) business days after notice from the Lender Landlord that such payment is past due; such failure to the Company thereofpay shall constitute a default under this Lease; (c) Tenant enters into or permits any assignment or sublease in violation of this Lease; (d) Tenant defaults under Section 19, 21 or 22 of this Lease and such default continue for fifteen (ii15) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from Landlord; (e) Tenant shall be in default in the Lender to the Company thereof: (a) failure of the Company punctually to make any payment observance or performance of any amount payable of Tenant’s covenants, agreements or obligations hereunder, other than payment obligations, and such default shall not be cured within twenty (20) days after Landlord shall have given to Tenant written notice specifying such default or defaults; provided, however, that if the nature of such failure is such that more than twenty (20) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within said twenty (20) day period and thereafter diligently prosecutes such cure to completion; or (f) (i) Tenant is adjudicated a bankrupt or insolvent; or (ii) Tenant shall file a bill in equity or otherwise initiate proceedings for the appointment of a receiver of Tenant’s assets; or (iii) Tenant shall file any proceedings in bankruptcy or for reorganization or an arrangement under any federal or state law; or (iv) if any proceedings in bankruptcy or for the Note, whether at maturity, or at appointment of 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 receiver shall be false instituted by any creditor of Tenant under any state or misleading in any material respect as of the date madefederal law; or (cv) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes Tenant shall make an assignment for the benefit of its creditors; or (vi) if Tenant is levied upon and is about to be sold out upon the Premises under executions or other legal process; then in any action is brought such event Landlord shall have the right, in addition to any other rights or remedies Landlord may have under this Lease and at law and in equity, at its election pursuant to court order (aa) upon notice to Tenant, to accelerate and recover Base Rent due hereunder for the six (6) month period following delivery of Landlord’s acceleration notice, such amounts to be discounted to present value at an assumed discount rate of six percent (6%), and upon payment of all sums due hereunder, Tenant shall receive a credit or a rebate at the end of each six (6) month rental period, against accelerated Base Rent paid by the Company seeking dissolution Tenant hereunder, of any rent actually paid to Landlord by a replacement tenant in a re-letting of the Company or liquidation of its assets or seeking the appointment of a trusteePremises during each such six (6) month period, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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 Landlord shall be entitled to declare any accelerate and recover Base Rent and other amounts which will come due for each subsequent six (6) month period, discounted to present value at an assumed discount rate of the amounts owed by the Company under the Note six percent (6%), (bb) to recover all Base Rent and additional rent, if any, that is due and payable, whereupon they immediately will and/or (cc) intentionally deleted (dd) to reenter the Premises and remove all persons and all or any property therefrom, either by summary dispossession proceedings or by any suitable action or proceeding at law or by force or otherwise, without being liable to indictment, prosecution or damages therefor, and repossess and enjoy the Premises, together with all additions, alterations and improvements; and/or (ee) to terminate this Lease, without any right on the part of the Tenant to save the forfeiture by payment of any sum due or by other performance of any condition, term or covenant broken after the Tenant has been dispossessed from the Premises; and/or (ff) to pursue any other remedy available at law or in equity. Upon recovering possession of the Premises by reason of, 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 and relet the Premises or any part or parts thereof, either in Landlord’s name or otherwise, for a term or terms that may at Landlord’s option be less than or exceed the period that 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 sole discretion may seem advisable and to such person or persons as may in Landlord’s 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 incurred by Landlord in returning the Premises to the condition required of Tenant at the expiration of the Initials: Landlord Tenant DS Term and performing the maintenance requirements of Tenant under this Lease, plus reasonable brokerage fees and attorney’s fees; third, to the payment of rent due and unpaid hereunder; and the residue, if any, shall be held by Xxxxxxxx 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 making of alteration and/or improvements thereto or the reletting thereof shall be construed as an election on the part of the Landlord to terminate this Lease unless written notice of such intention be given to Tenant. Provided Landlord uses commercially reasonable efforts to mitigate damages, including reletting the Premises and collecting rental therefrom, Landlord shall not 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. Tenant, for Xxxxxx and Xxxxxx’s successors and assigns, hereby irrevocably constitutes and appoints Landlord to be Tenant’s and its agent to collect the rents due and to become due under all subleases of the Premises or any parts thereof without presentmentin any way affecting Tenant’s obligation to pay any unpaid balance of rent due hereunder. Notwithstanding any such reletting without termination, demand, notice or protest of Landlord may at any kind (all of which are expressly waived by the Company)time thereafter elect to terminate this Lease for such previous breach.

Default Remedies. A "Default" shall exist if any of the following ----------------- occurs and is not remedied (i) in the case of events described in clause (a) below, within 15 days after notice from the Lender to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually If LESSEE fails to make any payment of any amount payable due under the Noteterms of this Lease for a period of ten (10) days from the date thereof; (ii) if LESSEE breaches or fails to perform or observe any covenant, whether at maturitycondition, or at 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 date fixed for any prepayment or partial prepaymentrelocation with LESSOR's consent as provided in Section 6 hereof), sell, transfer, encumber, part with possession of, or by accelerationsublets any item of the Equipment, or otherwiseassigns its interest under this Lease in violation of Section 16 hereof; (biv) if any statementitem of Equipment is attached, representationliened, mortgaged, levied upon, encumbered, pledged or seized under any judicial process (excluding encumbrance created by the LESSOR); (v) if any representation or warranty of the Company made by LESSEE in this Agreement lease or any other document now or hereafter executed in connection with this Lease or the Equipment shall be false incorrect or misleading in any material respect as of the date when made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (dvi) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code LESSEE or any guarantor of this Lease (hereafter, a "Guarantor") makes an assignment for the benefit of creditors; , or a 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 be appointed for LESSEE or any action GUARANTOR or any of their assets or property; (vii) if any financial information given by LESSEE or any Guarantor in connection with Lease is brought by the Company seeking dissolution of the Company incorrect or liquidation misleading in any material respect when given; (viii) if LESSEE or any Guarantor makes a bulk sale of its assets or seeking the appointment of a trustee, interim trustee, receiverassets, or other custodian for a change in the majority ownership interest of LESSEE or any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they matureGuarantor shall occur; (eix) the Company is in default on indebtedness if LESSEE or GUARANTOR ceases to another person, the amount of such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have operate as a material adverse effect upon the Companygoing concern; or (fx) a sale if any event of all default shall occur under the security agreement of even date herewith granted by LESSEE to LESSOR or substantially all any other security document securing repayment of this Lease or any guaranty hereof, and shall not be cured within the applicable grace period, if any, the LESSOR shall have the right to exercise anyone or more of the assets of the Company unless waived in writing by the Lender. Upon the occurrence of a Default, the Lender shall be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company).following cumulative remedies:

Default Remedies. A "Default" shall exist if any Each of the following ----------------- occurs and is not remedied (i) in the case constitutes an event 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“Default” by Seller: (a) failure of to complete Services or deliver Goods within the Company punctually to make any payment of any amount payable under time or with the Note, whether at maturity, quality specified or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants guaranteed in this Agreement; (db) failure to comply with any provisions of this Agreement, including breach of any warranty or guarantee; (c) if 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 assets or seeking the appointment of a trustee, interim trustee, receiverSeller is, or other custodian admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlementpurpose), readjustmentbankrupt, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent insolvent, or unable to pay its debts as and when they maturefall due, including as a result 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)), receiver, receiver and manager, voluntary administrator, liquidator, provisional liquidator, scheme administrator, or similar officer is appointed in respect of Seller or any asset of Seller; (e) an application (not withdrawn or dismissed within 7 days) is made to a court for an order, an order is made, a meeting is convened or a resolution is passed, for the Company is in default on indebtedness purpose of appointing a liquidator to another person, Seller or for the amount winding up of such indebtedness exceeds $250,000 and Seller; (f) Seller proposes any moratorium or arrangement with creditors for the acceleration purposes of the maturity of such indebtedness would have a material adverse effect upon the Companydeferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a sale substantially similar effect, occurs with respect to Seller under any law. Upon Seller’s Default, Buyer may immediately, in addition to any other right or remedy it may have 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 substantially all 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 assets 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 Company delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless waived in writing and signed by Buyer’s authorized representative. Buyer will have the Lenderright at any time to require adequate assurances of Seller’s performance. Upon In any action or proceeding between the occurrence of a Defaultparties, the Lender shall prevailing party will be entitled to declare any recover all its legal fees, expenses, and other costs of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)litigation.

Default Remedies. A "Default" shall exist if (A) If at any time prior to or during the Demised Term, any one or more of the following ----------------- occurs and is not remedied events (referred to as "Events of Default") shall occur: (i) if Tenant shall default in the case payment when due of events described any installment of Fixed Rent or in clause the payment when due of any other sums due Owner hereunder, and such default shall continue for a period of ten (a10) below, within 15 days after notice from the Lender by Owner to the Company thereofTenant of such default, and or (ii) if Tenant shall default in the case observance or performance of events described in clauses any term, covenant or condition (bother than the covenants to make payment of Fixed Rent or other sums due Owner) through of this Lease on Tenant's part to be observed or performed and Tenant shall fail to remedy such default within thirty (h30) below or elsewhere in this Agreement, within 30 days after notice from the Lender by Owner to the Company thereof: Tenant of such default; or (aiii) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturityif Tenant shall file a voluntary petition in bankruptcy or insolvency, or at such proceeding shall be commenced against Tenant or Tenant shall be adjudicated a date fixed for any prepayment bankrupt or partial prepaymentinsolvent, or by accelerationTenant 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 otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement Tenant shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes make an assignment for the benefit of creditors; , or if any action is brought by the Company seeking dissolution of the Company Tenant shall seek or liquidation of its assets consent to or seeking acquiesce in the appointment of a any trustee, interim trustee, receiver, receiver or other custodian liquidator for Tenant or of all or any part of its Tenant's property; or (iv) if Tenant shall desert or abandon the Company commences a voluntary case under the Federal Bankruptcy Code; Demised Premises or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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 CompanyTenant's equipment; or (fv) 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 sale five (5) days' notice of all or substantially all termination of this Lease and, in the event such notice is given, this Lease and the Demised 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 assets Demised Term and this Lease, but Tenant shall remain liable for damages and all other sums payable pursuant to law. Any notice given by Owner to Tenant under this Article SIXTEENTH shall be deemed a "ten day notice to quit" under the provisions of Section 713 of the Company unless waived in writing by the Lender. Upon the occurrence of a Default, the Lender shall be entitled to declare any of the amounts owed by the Company under the Note due Real Property Actions and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)Proceedings Law.

Default Remedies. A "Default" If any Event of Default shall exist occur and be continuing, the Lender may, by Notice to Borrower, (a) exercise all rights and remedies available to the Lender hereunder and under the other Loan Documents and applicable law (which exercise may be determined in its sole discretion and which such exercise shall not [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. constitute an election of remedies), including enforcement of the security interests created thereby, (b) declare the Loans, all interest thereon and all other Obligations to be immediately due and payable, whereupon all such amounts shall become immediately due and payable, all without diligence, presentment, demand of payment, protest or further notice of any kind, which are expressly waived by Borrower and (c) declare the obligations of the Lender hereunder to be terminated, whereupon such obligations shall terminate; provided, however, that if any event of the following ----------------- occurs and is not remedied any kind referred to in clause (i) in of the case definition of events described in clause (a) below“Event of Default” herein occurs, within 15 days after notice from the obligations of the Lender to the Company thereofhereunder shall immediately terminate, all amounts payable hereunder by Borrower shall become immediately due and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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 be entitled to declare any of the amounts owed by the Company exercise rights and remedies under the Note due Loan Documents and payableapplicable law without diligence, whereupon they immediately will become due and payable without presentment, demanddemand of payment, protest or notice or protest of any kind (including any notice by the Lender of a declaration requiring prepayment of the Loans under Section 3.02(a), should Lender so elect), all of which are hereby expressly waived by the Company)Borrower. Each Notice delivered pursuant to this Section 10.02 shall be effective when sent.

Default Remedies. A "Upon the occurrence of an Event of Default" shall exist if , without any presentment, demand, protest, notice of the following ----------------- occurs protest and is not remedied (i) nonpayment, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank may, in the case of events described in clause (a) belowits sole and absolute discretion, 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 thereofimmediately: (a) failure of the Company punctually terminate or suspend Seller's right hereunder to make submit any payment of any amount payable under the Note, whether at maturity, or at a date fixed Request to Bank for any prepayment or partial prepayment, or by acceleration, or otherwiseBank to purchase Participation Interests; (b) any statement, representation, or warranty pursuant to the power of the Company made 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 remedy after the occurrence of an Event of Default specified 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 be false reasonably deem satisfactory, any or misleading all rights, titles and interest of Bank and Seller in and to any material respect as of or all Participated Mortgage Loans and apply the date madeproceeds thereof to the 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 Warehouse Document, in such order and amounts determined by Bank; (c) failure of the Company punctually exercise its rights and fully to comply with remedies under any of its covenants in this AgreementPledge 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 the Company becomes insolvent as defined an Event of Default specified 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 assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (eSections 9.1(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 Defaultoccurs, the Lender fees and other sums due hereunder shall be entitled to declare any of the amounts owed by the Company under the Note become automatically and immediately due and payable, whereupon they immediately will become due both without any action by Bank and payable without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or protest of intent to accelerate, or any other notice of any kind (kind, all of which are hereby expressly waived by waived, notwithstanding anything contained herein to the Company)contrary.

Default Remedies. A "Default" The Lessee shall exist be in default hereunder if any one or more of the following ----------------- occurs and is not remedied events continues for a period of ten (i10) in the case of events described in clause (a) below, within 15 days after written notice from the Lender Lessor to the Company thereof, Lessee except Lessee shall 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 fifth (ii5th) in of each month or five (5) days following when 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 thereofsame was due: (a) failure the making by Lessee of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an 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 any action is brought by proceedings are instituted in a court of competent jurisdiction for the Company seeking reorganization, liquidation or involuntary dissolution of the Company Lessee, or liquidation of for its assets adjudication as a bankrupt or seeking insolvent, or for the appointment of a trusteereceiver of the property of Lessee, interim trustee, and said proceedings are not dismissed and any receiver, trustee or other custodian for any liquidator appointed therein discharged within thirty (30) days after the institution of its propertysaid proceedings; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (e) the Company is in default on indebtedness failure of Lessee to another person, the amount perform any other of its covenants under this Lease after written notice from Lessor of such indebtedness exceeds $250,000 default. In the event Lessee is attempting to cure such default in 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 conclusion 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), Lessor and Lessee stipulate that "adequate assurance" as that term is contemplated under applicable provisions of Title 11 of the United States Code shall require the payment of all items of Rent and additional rent hereunder on a current basis and the acceleration of the maturity of such indebtedness would have a material adverse effect upon the Company; or (f) a sale cure of all past due Rent or substantially all additional rent by means of a lump sum payment at the assets of time the Company unless waived in writing Lease is accepted by the LenderLessee as an executory contract. Upon the occurrence of a Default, the Lender shall be entitled to declare any of such events of default described above or elsewhere in this Lease, Lessor shall have the amounts owed by option to pursue any one or more of the Company under the Note due and payable, whereupon they immediately will become due and payable following remedies without presentment, demand, any notice or protest of any kind (all of which are expressly waived by the Company).demand whatsoever:

Default Remedies. A "Default" shall exist if any Any of the following ----------------- occurs and is not remedied (i) in the case shall constitute an Event of events described in clause (Default: If a) belowLessee fails to pay when due any rent or other amount required herein to be paid by Lessee, within 15 days after notice from the Lender to the Company thereof, and (ii) in the case of events described in clauses (or b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or Lessee makes an assignment for the benefit of creditors; , whether voluntary or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiverinvoluntary, or other custodian for any of its property; or if the Company commences c) a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought filed by the Company seeking or against Lessee under any bankruptcy, insolvency or similar relief legislation, or alleging that it is insolvent d) Lessee violates or unable fails to pay its debts as they mature; (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 there is a change in the Company is legal structure of ownership of Lessee, or a consolidation or merger of Lessee into or with another entity, which results, in default on indebtedness to another personthe opinion of Lessor, the amount of such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have in a material adverse effect upon change in Lessee's ability to perform its obligations under the Company; lease, or (fg) a sale any representation or warranty made by Lessee in this lease or in any other document or agreement furnished by Lessee to Lessor shall prove to have been false or misleading in any material respect when made or when deemed to have been made. An Event of Default with respect to any Equipment Schedule shall constitute an Event of Default for all or substantially all Equipment Schedules. Lessee shall promptly notify Lessor of the assets of the Company unless waived in writing by the Lender. Upon 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 same may be located, without demand or notice, without any court order or other process of law and without liability to Lessee for any damages occasioned by such taking of possession, and any such taking of possession shall not constitute a Defaulttermination of this lease, d) Lessor may recover from Lessee, with respect to any and all items of Equipment, and with or without repossessing the Lender 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 declare any 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 amounts owed by the Company terms of this lease plus accrued delinquent payments under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)Paragraph 21.

Default Remedies. A "Default" shall exist if In the event that, at any of the following ----------------- occurs and is not remedied time, (i) Company or SFSI, reasonably and in good faith, determines that any Indemnified Company Party has suffered any Losses under the case 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 events described in clause (a) below, within 15 days after notice from the Lender to the Company thereof, alleged Default and (ii) the aggregate amount claimed as Losses by the 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 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 case of events described in clauses Default Notice, or (b) through that CB and MB do not agree with the alleged Default and/or with the Default Amount set forth in the Default Notice. If (hi) below CB shall advise Company, in the Response Notice, that CB and MB agree with the alleged Default and the Default Amount set forth in the Default Notice or elsewhere in this Agreement(ii) if CB fails to send to Company a Response Notice, within 30 the 20-days period described above, then no dispute shall exist and the Escrow Agent shall proceed, if so instructed by Company ("Company Instruction"), to deliver 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, on the 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 notice from the Lender provision to Company of the Company thereof: Response Notice, the Dispute shall be resolved by a court as provided in Section 9 (a) failure hereof. If, in accordance with the terms and provisions of Section 9 (a) hereof, such a court enters a final judgment in favor of Company and/or SFSI, in addition to any other remedies available at law, they shall be entitled to exercise all of the Company punctually rights and remedies with respect to make any payment the Pledged Shares of any amount payable a secured party under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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 be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)applicable law.

Default Remedies. A "Default" shall exist if any (a) Each of the following ----------------- 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 thereofwill constitute a default hereunder: (a) Lessee fails to pay Rent or any other amount when due hereunder or under any Schedule, and such failure of has not been cured within fifteen (15) days after the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a applicable due date fixed for any prepayment or partial prepayment, or by acceleration, or otherwisesuch payment; (b) Lessee fails to maintain the insurance required hereunder, and such failure has not been cured within fifteen (15) days after the first date of any statementlapse in coverage thereunder (provided, representationthat provision for such cure period shall in no way limit or impair any of Lessor's rights against Lessee with respect to any Casualty Occurrence or 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 such breach continues unremedied for a period of thirty (30) days after written notice thereof to Lessee by Lessor; (d) any representation or warranty of the Company Lessee contained herein or in any other document or instrument delivered in connection herewith or made in this Agreement shall be from time to time hereafter is false or misleading in any material respect as of the date when made; (ce) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; Lessee shall (di) if 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 assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay be generally not paying its debts as they mature; (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 Companybecome due; or (ii) take any action for purposes of invoking the protection of any bankruptcy or insolvency law, or 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 filed against Lessee or its property is not vacated or dismissed within sixty (60) days; and (f) a sale Lessee shall have terminated its corporate existence or, except in accordance with arrangements disclosed to Lessor in writing on or prior to the date of all this Lease, consolidated with, merged into, or conveyed or leased substantially all of the its assets of the Company to any person, unless waived such person has first executed and delivered to Lessor an agreement or undertaking in writing by the Lender. Upon the occurrence of 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 liable for, in a Default, the Lender shall be entitled to declare any of the amounts owed by the Company under the Note due and payablepunctual manner, whereupon they immediately will become due any and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)Lessee's obligations having previously arisen, or then or thereafter arising, under or in connection with this Lease and any Schedules hereto.

Default Remedies. A "Default" (a) It shall exist be a default hereunder if any of the following ----------------- occurs and is not remedied (i) in Tenant shall fail to pay any rent or other sums of money on the case of events described in clause same is due (a) below, within 15 days after notice from the Lender subject to the Company thereof, and grace period described below); (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement Tenant shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully fail 'to comply with any provision of its covenants in this AgreementLease 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; (diii) if the Company becomes insolvent as defined 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 business in the Georgia Uniform Commercial Code or makes an assignment for Premises when the benefit of creditorsPremises are delivered to it and thereafter during the term hereof (it being intended that a vacating by Tenant shall be a default hereunder); or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is (v) Tenant shall become insolvent or unable to pay its debts as they maturebecome due, or Tenant notifies Landlord that it anticipates either condition; (evi) the Company is in default on indebtedness Tenant takes any action to, or notifies Landlord that Tenant intends to another person, the amount of such indebtedness exceeds $250,000 and the acceleration file a petition under any section or chapter of the maturity National Bankruptcy Act, as amended, or under any similar law or statue of the United States or any State thereof; or a petition shall be filed against Tenant under any such indebtedness would have statute or Tenant or any creditor of Tenant notifies Landlord that it knows such a material adverse effect upon the Companypetition will be filed or Tenant notifies Landlord that it expects such a petition to be filed; or (fvii) a sale of receiver or trustee shall be appointed for Tenant's leasehold interest in the Premises or for all or substantially all a substantial part of the assets of the Company unless waived Tenant. Not more than twice in writing by the Lender. Upon the occurrence any 12-month period, Landlord shall notify Tenant of a Defaultmonetary default under this Lease, the Lender and Tenant shall be entitled permitted to declare any cure such default within 10 days following the giving of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)such notice.

Default Remedies. A "Default" shall exist if any Each of the following ----------------- 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 thereofwill constitute a default hereunder: (a) failure of Lessee fails to pay rent within five (5) days from and after the Company punctually to make any date such payment of rent is due and payable or Lessee fails to pay any other amount payable when due under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwiseSchedule; (b) Lessee fails to maintain the insurance required hereunder or breaches any statementother term, representationprovision, obligation or warranty covenant hereof (including without limitation any Schedule) or commits any other act of the Company made default specified in this Agreement shall be false or misleading in any material respect as of the date madeLease; (c) failure any representation or warranty of the Company punctually and fully Lessee contained herein or in any other document or instrument delivered in connection herewith or made from time to comply with any of its covenants in this Agreementtime hereafter is false or misleading when made; (d) if 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 assets without the Company becomes insolvent as defined in prior written consent of Lessor; (e) the Georgia Uniform Commercial Code Equipment or any Item is abused, illegally used, or misused; (f) the death, dissolution, merger, consolidation or reorganization of Lessee or any Guarantor; (g) Lessee or any Guarantor makes an any assignment for the benefit of creditors; , or if a petition in bankruptcy, reorganization, insolvency, receivership or the like is filed with respect to Lessee or any action Guarantor or property of Lessee or any Guarantor is brought attached or a receiver, trustee or liquidator is appointed for 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 Company seeking dissolution meaning of the Company or liquidation Employee Retirement Income Security Act of its assets or seeking 1974, as amended from time to time and the appointment regulations thereunder, equal to 5% of a trustee, interim trustee, receiverLessee's consolidated tangible net worth (as defined by generally accepted accounting principles), or other custodian for (y) incurs any liability of its property; comparable size to the pension Benefit Guaranty Corporation, (j) Lessee or if any material subsidiary or any Guarantor fails to comply with the Company commences a voluntary case under provisions of the Federal Bankruptcy Code; Fair Labor Standards Act of 1938, as amended, (k) Lessee or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable Guarantor fails to pay its debts or perform or observe any term, covenant, agreement or condition contained in, or there shall occur any payment or other default under or as they mature; defined in, any other agreement applicable to Lessee or any Guarantor or by which Lessee or any Guarantor is bound (eas 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 an amount equal to or in excess of $50,000, which shall not be remedied within the Company period of time (if any) within which such Other Agreement permits such default to be remedied, regardless of whether such default (i) is waived by any other party to such Other Agreement or (ii) produces or results in default on indebtedness to another person, the amount cancellation of such indebtedness exceeds $250,000 and Other Agreement or the acceleration of the maturity of such liability, 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 be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company).other obligation;

Default Remedies. A "Default" shall exist if any of In the following ----------------- occurs and is not remedied event: (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 of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully Tenant fails to comply with any term, provision, condition or covenant of its covenants in this AgreementLease; (dii) if N/A; (iii) any petition is filed by or against Tenant under any section or chapter of the Company Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (iv) Tenant becomes insolvent as defined or makes a transfer in the Georgia Uniform Commercial Code or fraud of creditors; (v) tenant 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 assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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 (fvi) a sale of all receiver is appointed for Tenant or substantially all any of the assets of the Company unless waived Tenant, then in writing by the Lender. Upon the occurrence any of a Defaultsuch events, the Lender Tenant shall be entitled in default and Landlord shall have the option to declare do any one or more of the amounts owed following: upon ten (10) days prior written notice, for the payment of rent or additional rent upon thirty (30) days 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 (30) day period and diligently prosecutes the same thereafter, in addition to and not in limitation of any remedy permitted by law, to enter upon the Company under Premised either with or without process of law, and to expel, remove and put out Tenant or any other persons who might be thereon, together with all personal property found therein; and, Landlord may terminate this Lease or it may from time to time without terminating this Lease, rent said Premised or any part thereof for such term or terms (which may be for a term extending beyond the Note Term) and at such rental or rentals and upon such other terms, and conditions as Landlord in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter and change said Premises. At the option of Landlord, rents received by Landlord from such reletting shall be implied first to the payment of any indebtedness from Tenant to Landlord other than rent and additional rent due hereunder; second, to payment of any costs and payableexpenses of such, whereupon they immediately will become including, but not limited to, attorney's fees, advertising fees and brokerage fees, and to the payment of, any repairs, renovation, remodeling, redecorations, alterations and changes in the Premises; 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 the 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. No such re-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 presentmenttermination, demand, notice or protest 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 kind (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 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 which unpaid rent or are expressly waived 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 Company)enforcement of any of Landlord's rights hereunder, then Tenant agrees in each and any such case to pay to Landlord, Landlord's reasonable attorney's fees.

Default Remedies. A "Default" shall exist if (a) If (i) after expiration of any applicable grace period, any of the following ----------------- occurs and is Liabilities are not remedied (i) in the case of events described in clause (a) belowpaid, within 15 days after notice from the Lender to the Company thereofwhen due, and whether upon demand or at maturity, whether by acceleration or otherwise, (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statementwarranty, representation, covenant, financial statement, or warranty other information made, given or furnished to Lender by or on behalf of Borrower, Debtor, or any guarantor of any of the Company made in this Agreement Liabilities (“Guarantor”) shall be be, or shall prove to 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 material Collateral or of any other judicial process of, upon or in respect as 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 assets or property or voluntary suspension of the date made; (c) failure transaction of the Company punctually and fully to comply with business by Borrower, Debtor, or any Guarantor, or death, dissolution, termination of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code existence, merger, consolidation, insolvency, business failure, or makes an assignment for the benefit of creditorscreditors of or by Borrower, Debtor, or any Guarantor; or if commencement of any action is brought proceedings under any state or federal bankruptcy or insolvency laws or laws for the relief of debtors by the Company seeking dissolution of the Company or liquidation of its assets against Borrower, Debtor, or seeking any Guarantor; or the appointment of a receiver, trustee, interim trusteecourt appointee, receiversequestrator or otherwise, for all or any part of the property of Borrower, Debtor, or other custodian for any Guarantor, (v) Lender deems the margin of its property; Collateral insufficient or if itself insecure, in good faith believing that the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension prospect of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (e) the Company is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 and the acceleration payment of the maturity Indebtedness or performance of such indebtedness would have a material adverse effect upon the Companythis Agreement is impaired or shall fear deterioration, removal, or waste of Collateral; or (fvi) if an Event of Default occurs under the Loan Agreement or a sale default (after giving effect to any applicable grace period) by anyone occurs under the terms of all or substantially all any agreement related to any of the assets of the Company unless waived in writing by the Lender. Upon the occurrence of a DefaultLiabilities, then the Lender shall have the rights and remedies provided by law or this 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 entitled designated by the Lender which is reasonably convenient to declare 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 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 the highest per annum rate applicable to any of the amounts owed Liabilities, but not in excess of the maximum rate permitted by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)law.

Default Remedies. A "Default" shall exist if any of the following ----------------- occurs and is not remedied (i) in the case of events described in clause If (a) below, within 15 days after notice from the Lender to the Company thereof, and (ii) ITPLC shall default in the case payment of events described any Loan or in clauses making any other payment hereunder when due, or (b) through (h) below or elsewhere ITPLC shall default in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment when due of any amount payable under the Note, whether at maturityindebtedness of ITPLC to CY arising independently of this lease, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure ITPLC shall default in the performance of the Company punctually any other covenant herein and fully such default shall continue for five days after written notice hereof to comply with any of its covenants in this Agreement; ITPLC by CY, or (d) if the Company ITPLC 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 (e) ITPLC applies for or liquidation of its assets or seeking consents to the appointment of a receiver, trustee, interim trustee, receiver, or other custodian for any liquidator of its property; ITPLC or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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 a substantial part of the assets of ITPLC under the Company unless waived in writing Bankruptcy Act, or any amendment thereto (including, without limitation, a petition for reorganization, arrangement, or extension) or under any other insolvency law or law providing for the relief of debtors, then, if and to the extent permitted by applicable law. CY shall have the Lenderright to under any other insolvency law or law providing for the relief of debtors, then, if and to the extent permitted by applicable law. Upon CY shall have the occurrence of a Default, the Lender shall be entitled right to declare exercise any one or more of the amounts owed by following remedies. (a) To declare the Company under the Note due and payable, whereupon they entire amount of Loan hereunder immediately will become due and payable as to any or all items of the Software, without presentmentnotice or demand to ITPLC. (b) To xxx for and recover all Loans, and other payments, then accrued or thereafter accruing, with respect to any or all items of he Software. (c) To take possession of any or all items of the Software without demand, notice notice, or protest legal process, wherever they may be located. ITPLC hereby waives any and all damages occasioned by such taking of possession. Any said taking of possession shall not constitute a termination of this lease as to any kind or all items of Software unless CY expressly so notifies ITPLC in writing. (d) To terminate this lease as to any or all items of Software. (e) To pursue any other remedy at law or in equality. Notwithstanding any said repossession, or any other action which CY may take, ITPLC shall be and remain liable for the full performance of all obligations on the part of ITPLC to be performed under this Lease. All such remedies are expressly waived by the Company)cumulative, and may be exercised concurrently or separately.

Default Remedies. A "Default" shall exist if any of the following ----------------- occurs and is not remedied (i) in the case of events described in clause (a) below, within 15 days after notice from the Lender Notwithstanding any provision herein to the Company thereof, contrary and (ii) in the case irrespective of events described in clauses (b) through (h) below whether all or any rights conferred upon Landlord by this Section are expressly or by implication conferred upon Landlord elsewhere in this Agreement, within 30 in the 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 Lender 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 Company thereofterms, conditions, or covenants of this Agreement to be observed or 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 (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: (aA) failure immediately terminate this Agreement and Xxxxxx's right to possession of the Company punctually Premises by giving Tenant written notice that this Agreement is terminated, in which event, upon such termination, Landlord shall have the right to make any payment recover from Tenant the sum of any amount payable under (1) the Note, whether worth at maturity, or the time of award of the unpaid rental which had been earned at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwisethe time of termination; (b2) any statement, representation, or warranty the worth at the time of award of the Company made in this Agreement shall be false or misleading in any material respect as amount by which the unpaid rental which would have been earned after termination until the time of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (e) the Company is in default on indebtedness to another person, award exceeds the amount of such indebtedness exceeds $250,000 and rental loss that Tenant affirmatively proves could have been reasonably avoided; (3) the acceleration worth at the time of award of the maturity amount by which the unpaid rental for the balance of the Term after the time of award exceeds the amount of such indebtedness 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 have a material adverse effect upon be likely to result therefrom; and (5) all such other amounts in addition to or in lieu of the Companyforegoing as may be permitted from time to time under applicable law; or (fB) a sale have this Agreement continue in effect for so long as Landlord does not terminate this Agreement and Tenant's right to possession of all or substantially the Premises, in which event Landlord shall have the right to enforce all of Landlord's rights and remedies under this Agreement including the assets of the Company unless waived in writing right to recover all Rental payable by the Lender. Upon the occurrence of a Default, the Lender shall be entitled to declare any of the amounts owed by the Company Tenant under the Note this Agreement as it becomes due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company).under this Agreement; or

Default Remedies. A "Default" shall exist if 17.1 Default The occurrence of any of the following ----------------- occurs shall constitute a material default and is not remedied (i) in the case breath of events described in clause this Lease by Tenant (a) below, within 15 days after notice from Any failure by Tenant to pay the Lender rent or any other monetary sums required to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwisebe paid hereunder when due; (b) any statement, representation, The abandonment or warranty vacation of the Company made in this Agreement Premises by Tenant. Absence from the Premises for ten (10) consecutive days or more shall conclusively be false deemed abandonment or misleading in any material respect as vacation of the date madePremises; (c) failure Tenant or any agent of the Company punctually and fully Tenant falsifies any report or misrepresents other information required to comply with any of its covenants in this Agreementbe 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 Company becomes insolvent as defined nature of the default is such that the same 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 thereafter diligently prosecute the Georgia Uniform Commercial Code same to completion; (e) The making by Tenant of any general assignment or makes an assignment general arrangement for the benefit of creditors; the filing by or if against Tenant of a petition to have Tenant adjudged bankrupt or of a petition for reorganization or arrangement under any action law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking dismissed within sixty (60) days); the appointment of a trusteetrustee or receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, interim trusteewhere possession is not restored to Tenant within thirty (30) days; the attachment, receiver, execution or other custodian for any judicial seizure of its propertysubstantially 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 if evidence of the Company commences a voluntary case inability of Tenant or any guarantor of Tenant's obligations under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable this Lease to pay its debts as they maturewhen due; (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 The death of all Tenant or substantially all any guarantor of the assets of the Company unless waived in writing by the Lender. Upon the occurrence of a Default, the Lender shall be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)Tenant's obligations.

Default Remedies. A "Default" shall exist if 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 ----------------- occurs Secured Indebtedness to be immediately due and is not remedied (i) payable and may proceed to enforce payment of the same, to foreclose the Secured Party's security interest in the case of events described in clause (a) below, within 15 days after notice from the Lender Property pursuant to the Company thereofprovisions 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 (ii) in any indulgence or waiver by the case Secured Party will not be construed as an abandonment of events described in clauses (b) through (h) below any other right hereunder or elsewhere in 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 AgreementAgreement or applicable law, within 30 days after notice from the Lender Secured Party, as a matter of right and without regard to the Company thereof: (a) failure sufficiency of the Company punctually security for repayment of the Secured Indebtedness, without notice to make Debtor and without any payment showing of any amount payable under the Noteinsolvency, whether at maturityfraud, or at 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 date fixed for any prepayment or partial prepaymentreceiver, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully entitled to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trusteereceiver or receivers of the Property or any part thereof, interim trusteeincluding, receiverbut not limited to, all healthcare accounts receivable, healthcare insurance receivables, and all other accounts receivable (the "Receivables"), and Debtor hereby irrevocably consents to the appointment of a receiver or other custodian for any receivers. Any receiver appointed pursuant to the provisions of its property; or if this subsection shall have 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 settlementusual powers and duties of receivers in such matters including, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (e) the Company is in default on indebtedness to another personbut not limited to, the amount of such indebtedness exceeds $250,000 and the acceleration collection 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 be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company).Receivables

Default Remedies. A "Default" shall exist if (a) Any breach or violation of any provisions of the following ----------------- occurs Lease by Subtenant shall be deemed to be and is not remedied shall constitute a default by Tenant under the Lease. In the event (i) of any default by Tenant in the case full performance and observance of events described in clause its obligations under this Consent, which default shall not be cured within thirty (a30) below, within 15 days after notice from the Lender to the Company thereofTenant (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) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, representation or warranty of the Company Tenant made in this Agreement herein shall prove to be false or misleading in any material respect as respect, then such event may, at Landlord’s option, be deemed an Event of Default under the date made; Lease. In the event (ca) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined default by Subtenant 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 assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension full performance and observance of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable obligations under this Consent, which default shall not be cured within thirty (30) days after notice to pay its debts as they mature; Subtenant (e) the Company is in default on indebtedness to another person, the amount with a copy of such indebtedness exceeds $250,000 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), or (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 acceleration 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 maturity of such indebtedness would have a material adverse effect upon the Company; or Lease, then (fx) 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 Landlord shall be entitled to declare any all of the amounts owed by rights and remedies which are available to a landlord against a tenant holding over after the Company expiration of a term and (y) without limiting Landlord’s rights against Tenant under the Note 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 payableowing to Landlord. Further, whereupon they immediately will become due Subtenant expressly waives for itself and payable without presentmentfor any person claiming through or under Subtenant, demand, notice any rights which Subtenant or protest any such person may have under the provisions of Section 2201 of the New York Civil Practice Law and Rules and of any kind (all successor law of like import then in force, in connection with any holdover summary proceedings which are expressly waived by Landlord may institute to enforce the Company)foregoing.

Default Remedies. A Borrower will be in default under this Agreement (each, a "Default" shall exist if any of the following ----------------- 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------- if: (a) failure of the Company punctually to make Borrower breaches any payment of any amount payable under the Noteterms, whether at maturitycovenants, warranties or representations contained herein, or at a date fixed for in any prepayment or partial prepayment, or by acceleration, or otherwiseother Loan Document; (b) any statementCorporate Guarantor breaches any terms, representationcovenants, 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 warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date maderepudiates such Corporate Guarantor's liability thereunder; (c) failure 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 Company punctually and fully date on which such breach becomes known to comply with any officer of its covenants in this AgreementBorrower; (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 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 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) [RESERVED]; (j) Borrower or any Corporate Guarantor ceases existence as a corporation unless such Corporate Guarantor ceases existence pursuant to a merger with and into Borrower; (k) (i) Borrower ceases or suspends business, 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 the Company becomes insolvent as defined in the Georgia Uniform Commercial Code such event occurs without prior notice thereof to DFS; (l) Borrower or any Corporate Guarantor makes an a general assignment for the benefit of creditors; (m) Borrower or if any action is brought by the Company seeking dissolution of the Company Corporate Guarantor becomes insolvent or liquidation of its assets voluntarily or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under involuntarily becomes subject to the Federal Bankruptcy Code, any state insolvency law or any similar law; or if (n) any reorganization or arrangement proceeding receiver is instituted by the Company appointed for the settlement, readjustment, composition or extension of any of its debts upon Borrower's or 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 matureCorporate Guarantor's assets; (eo) the Company 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 default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness any Collateral which would have a material adverse effect Material Adverse Effect upon the CompanyBorrower; (q) Borrower or any Corporate Guarantor misrepresents Borrower's or such Corporate Guarantor's financial condition or organizational structure; (fr) 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 be entitled to declare any of the amounts owed Collateral becomes subject to any 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 enjoined, restrained or in any way prevented by court, governmental or administrative order from conducting all or any material part of its Business; or any material lease or agreement pursuant to which Borrower leases, uses or occupies any property shall be canceled or terminated prior to the Company under expiration of its stated term, or any material part of the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice Collateral shall be taken through condemnation or protest of any kind (all of which are expressly waived by the Company).value thereof shall be impaired through condemnation;

Default Remedies. A "Default" shall exist if any of the following ----------------- occurs and is not remedied (i) in the case of events described in clause (a) below, Lessor may in writing declare this Agreement in default ("Default") if: (1) Lessee breaches its obligation to pay Rent or any other sum as and when due; (2) Lessee breaches any of its obligations under Section 17(b)(3) hereof or any of its insurance obligations under Section 10 hereof; (3) Lessee breaches any of its other obligations hereunder and fails to cure that breach within 15 thirty (30) days after written notice from the Lender to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b4) any statement, representation, representation or warranty of the Company made by Lessee in connection with this Agreement shall be false or misleading in any material respect; (5) Lessee shall or shall attempt to (except as expressly permitted by the provisions of this Agreement) sell, transfer, encumber (except to the extent of a Permitted Lien), or assign, any Equipment or any part thereof, or 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 any material respect at the time as of which the date madefacts therein set forth were stated or certified, or having omitted any substantial contingent or unliquidated liability or claim against it; (c7) failure LESSEE becomes insolvent or ceases to do business as a going concern; (8) Lessee shall file a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any bankruptcy or receivership 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, 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 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 thereafter, or if, under the provisions of any law 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 or 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 sixty (60) 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 Company punctually United States or any state, and fully executes and delivers to comply with any Lessor an agreement containing an effective assumption by such Person of its covenants in the due and punctual performance of Lessee under this Agreement; and (dy) if Lessor is reasonably satisfied as to the Company becomes insolvent as defined creditworthiness of such Person; (11) Lessee shall be in the Georgia Uniform Commercial Code default under any other agreement between Lessee and Lessor or makes an assignment its Affiliates, or any material obligation (that is, for a committed amount in excess of $5,000,000) for borrowed money, for the benefit deferred purchase price of creditorsproperty or any lease agreement; or if any action (12) effective control of Lessee's voting capital stock, issued and outstanding from time to time, is brought not retained by the Company seeking dissolution present holders (unless: (A) Lessee shall have provided thirty (30) days' prior written notice to Lessor of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (e) the Company is proposed disposition and Lessor shall have consented thereto 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 Companywriting; or (fB) the disposition of 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 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 be entitled to declare any of the amounts owed by the Company default under the Note due Remarketing Support Agreement. Such declaration shall apply to all Schedules except as specifically excepted by Lessor. Any provision of this Agreement to the contrary notwithstanding, Lessor may exercise all rights and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)remedies hereunder independently with respect to each Schedule.

Default Remedies. A "Default" shall exist if 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 ----------------- occurs Secured Indebtedness to be immediately due and is not remedied (i) payable and may proceed to enforce payment of the same, to foreclose the Secured Party’s security interest in the case of events described in clause (a) below, within 15 days after notice from the Lender Property pursuant to the Company thereofprovisions 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 (ii) in any indulgence or waiver by the case Secured Party will not be construed as an abandon-ment of events described in clauses (b) through (h) below any other right hereunder or elsewhere in 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 AgreementAgreement or applicable law, within 30 days after notice from the Lender Secured Party, as a matter of right and without regard to the Company thereof: (a) failure sufficiency of the Company punctually security for repayment of the Secured Indebtedness, without notice to make Debtor and without any payment showing of any amount payable under the Noteinsolvency, whether at maturityfraud, or at 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 date fixed for any prepayment or partial prepaymentreceiver, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully entitled to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trusteereceiver or receivers of the Property or any part thereof, interim trusteeincluding, receiverbut not limited to, all healthcare accounts receivable, healthcare insurance receivables, and all other accounts receivable (the “Receivables”), and Debtor hereby irrevocably consents to the appointment of a receiver or other custodian for any receivers. Any receiver appointed pursuant to the provisions of its property; or if this subsection shall have 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 settlementusual powers and duties of receivers in such matters including, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (e) the Company is in default on indebtedness to another personbut not limited to, the amount of such indebtedness exceeds $250,000 and the acceleration collection 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 be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company).Receivables

Default Remedies. A "Default" shall exist if At any time an Event of the following ----------------- occurs Default has occurred and is not remedied (i) 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 the case of events described in clause (a) belowits sole and absolute discretion, 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 thereofimmediately: (a) failure of the Company punctually terminate or suspend Seller’s right hereunder to make submit any payment of any amount payable under the Note, whether at maturity, or at a date fixed Request to Bank for any prepayment or partial prepayment, or by acceleration, or otherwiseBank to purchase Participation Interests; (b) any statement, representation, or warranty pursuant to the power of the Company made 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 remedy after the occurrence of an Event of Default specified 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 be false reasonably deem satisfactory, any or misleading all rights, titles and interest of Bank and Seller in and to any material respect as of or all Participated Mortgage Loans and apply the date madeproceeds thereof to the 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 Warehouse Document, in such order and amounts determined by Bank; (c) failure of the Company punctually exercise its rights and fully to comply with remedies under any of its covenants in this AgreementPledge 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 the Company becomes insolvent as defined an Event of Default specified 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 assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (eSections 9.1(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 Defaultoccurs, the Lender fees and other sums due hereunder shall be entitled to declare any of the amounts owed by the Company under the Note become automatically and immediately due and payable, whereupon they immediately will become due both without any action by Bank and payable without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or protest of intent to accelerate, or any other notice of any kind (kind, all of which are hereby expressly waived 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 Company)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. A "Default" shall exist if any of the following ----------------- occurs and is not remedied (i) in the case of events described in clause (a) belowUpon the occurrence of any Event of Default specified in Sections 10(a)-10(l), within 15 days after Lender at its option may declare the Liabilities (principal, interest and other amounts) immediately due and payable without notice from 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 Lender to entire unpaid principal balance of the Company thereofLiabilities, all interest accrued thereon, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether other Liabilities shall thereupon at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually once mature and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (e) the Company is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 become due 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 Lenderpayable. Upon the occurrence of a Defaultany Event of Default specified in Sections 10(m)-10(n), the Lender all Liabilities (principal, interest and other amounts) shall be entitled to declare any of the amounts owed by the Company under the Note due immediately and payable, whereupon they immediately will become automatically due and payable without presentmentnotice, demand, notice demand or protest other action of any kind kind, ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED BY BORROWER. Upon the occurrence of any Event of Default, Lender may exercise any rights and remedies 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. (all 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 expressly waived cumulative and not exclusive of any rights or remedies provided by the Company)law. 12.

Default Remedies. A "Default" shall exist if any Any of the following ----------------- occurs and is not remedied (i) in the case shall constitute an Event of events described in clause (Default: If a) belowLessee fails to pay when due any rent or other amount required herein to be paid by Lessee, within 15 days after notice from the Lender to the Company thereof, and (ii) in the case of events described in clauses (or b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or Lessee makes an assignment for the benefit of creditors; , whether voluntary or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiverinvoluntary, or other custodian for any of its property; or if the Company commences c) a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought filed by the Company seeking or against Lessee under any bankruptcy, insolvency or similar relief legislation, or alleging that it is insolvent d) Lessee violates or unable fails to pay its debts as they mature; (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 there is a change in the Company is legal structure of ownership of Lessee, or a consolidation or merger of Lessee into or with another entity, which results, in default on indebtedness to another personthe opinion of Lessor, the amount of such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have in a material adverse effect upon change in Lessee's ability to perform its obligations under the Company; lease, or (fg) a sale any representation or warranty made by Lessee in this lease or in any other document or agreement furnished by Lessee to Lessor shall prove to have been false or misleading in any material respect when made or when deemed to have been made. An Event of Default with respect to any Equipment Schedule shall constitute an Event of Default for all or substantially all Equipment Schedules. Lessee shall promptly notify Lessor of the assets of the Company unless waived in writing by the Lender. Upon 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 same may be located, without demand or notice, without any court order or other process of law and without liability to Lessee for any damages occasioned by such taking of possession, and any such taking of possession shall not constitute a Defaulttermination of this lease, d) Lessor may recover from Lessee, with respect to any and all items of Equipment, and with or without repossessing the Lender 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 declare any 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 amounts owed by the Company terms of this lease plus accrued delinquent payments under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)Paragraph 21.

Default Remedies. A "Default" shall exist if any (a) Each of the following ----------------- 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 thereofwill constitute a default hereunder: (a) Lessee fails to pay rent or any other amount when due under any Schedule and such failure of will continue for five (5) days from the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a due date fixed for any prepayment or partial prepayment, or by acceleration, or otherwisethereof; (b) Lessee breaches any statement, representation, or warranty of the Company made other terms or covenants hereof (including without limitation any Schedule) or commits any other act of default specified in this Agreement shall be false or misleading in any material respect as of the date madeLease; (c) failure any representation or warranty of the Company punctually and fully Lessee contained herein or in any other document or instrument delivered in connection herewith or made from time to comply with any of its covenants in this Agreementtime hereafter is false or misleading when made; (d) if Lessee or any Guarantor become insolvent or ceases to do business as a going concern; (e) the Company becomes insolvent as defined in the Georgia Uniform Commercial Code Equipment or any Item is abused, illegally used, or misused; (f) Lessee or any Guarantor makes an any assignment for the benefit of creditors; , receivership or if the like is filed with respect to Lessee, or any action substantial part of Lessee's property is brought by the Company seeking dissolution of the Company attached or liquidation of its assets or seeking the appointment of a trustee, interim trustee, 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 make any payment on indebtedness for borrowed money when due, or to make any payment on a lease or installment sale obligation when due, in each case when any applicable grace period for such obligation has expired and the lender, lessor or creditor has commenced to exercise any remedy, but only if the indebtedness or other custodian obligations for any which payment is sought is an amount equal to or in excess of its property$100,000; 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 (h) final judgment for the settlement, readjustment, composition payment of money aggregating in excess of $100,000 will be outstanding against Lessee for more than sixty (60) days from the date of entry and will not have been discharged in full or extension of any of its debts upon any terms; stayed or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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 Companyfully bonded; or (fi) a sale 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 option, may do any one or more of the following: (1) declare this Lease and any or all Schedules in default upon notice to Lessee, whereupon the entire amount of rent and all other amounts remaining to be paid over the balance of the term of all or substantially all Equipment then leased hereunder, computed from the date of the assets of the Company unless waived in writing by the Lender. Upon the occurrence of a DefaultLessee's default, the Lender shall be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become immediately due and payable and be accelerated; (2) proceed by appropriate court action or actions at law or in equity or in bankruptcy to enforce performance by Lessee of the covenants and terms of this Lease and/or to recover damages for the breach thereof; (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 presentmentnotice to Lessee repossess the Equipment wherever found, demandwith or without legal process, notice and for this purpose Lessor and/or its agents may enter upon any premises of or protest under control or jurisdiction of Lessee or any kind agent of Lessee without liability for suit, action or other proceedings by Lessee (all of which are any damages occasioned by such repossession being hereby expressly waived by Lessee except for the Company)damages occasioned by gross negligence or willful misconduct, and remove the Equipment therefrom.

Default Remedies. A "Default" shall exist If the Lessee fails to pay any rent or other amount herein provided within five (5) days after it is due and payable, or if the Lessee fails to observe, keep or perform any other provision of the following ----------------- occurs and Lease Contract, or if the Lessee ceases doing business as a going concern, or if a petition is not remedied (i) in filed by or against 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 of the Company punctually to make any payment of any amount payable Lessee under the Note, whether at maturityBankruptcy and Insolvency Act (Canada) or any amendment thereto, or at if a date fixed receiver is appointed for any prepayment the Lessee or partial prepaymentits property, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company Lessee becomes insolvent as defined in the Georgia Uniform Commercial Code or insolvent, 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 assets or seeking the appointment of creditor s, offers a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; indebtedness or if any action the Lessee, without the Lessor`s prior written consent, attempts to remove, sell, transfer, encumber, sublet or petition 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 otherwise brought not remedied by the Company seeking similar relief Lessee within five (5) days of any written notice, then the Lessor or alleging that it is insolvent its agent shall have the right to exercise any one or unable more of the following remedies: (a) to pay its debts as they mature; (e) declare the Company is in default on indebtedness to another person, the entire 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 be entitled to declare any of the amounts owed by the Company under the Note rent herein immediately due and payable, whereupon they immediately will 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 due during the term of this Lease Contract and payable (c) to enter upon Lessee`s premises, with or without presentmentnotice, demandcourt order or other process of law, notice or protest to take possession of any kind or all i tems of Equipment without demand or notice wherever same may be located. Upon retaking possession of any or all items of Equipment, the Lessor may at its option: (i) rent the repossessed Equipment, or any part thereof, to any third party on which terms and conditions as the Lessor may determine, or (ii) sell the Equipment, or any part thereof, to the highest bidder at a public auction or at a private sale. All net proceeds of the foregoing shall be applied against amounts owing pursuant to the terms of the Lease Contract after deducting all reasonable costs incurred in connection with such disposition . Lessee herby waives any and all damages occasioned by such taking of which are possession. Any said taking possession shall not constitute a termination of this Lease Contract and shall not relieve the Lessee of its original obligations herein unless the Lessor expressly waived so notifies the Lessee in writing. Should nay legal proceedings be instituted by the Company)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 the rate of 18% per annum, will be calculated monthly from the date of default.

Default Remedies. A "Default" (a) It shall exist be a default hereunder if any of the following ----------------- occurs and is not remedied (i) in Tenant shall fail to pay any rent or other sums of money on the case of events described in clause same is due (a) below, within 15 days after notice from the Lender subject to the Company thereof, and grace period described below); (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement Tenant shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully fail to comply with any provision of its covenants in this AgreementLease 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; (diii) if the Company becomes insolvent as defined 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 business in the Georgia Uniform Commercial Code or makes an assignment for Premises when the benefit of creditorsPremises are delivered to it and thereafter during the term hereof (it being intended that a vacating by Tenant shall be a default hereunder; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is (v) Tenant shall become insolvent or unable to pay its debts as they maturebecome due, or Tenant notifies Landlord that it anticipates either condition; (evi) the Company is in default on indebtedness Tenant takes any action to, or notifies Landlord that Tenant intends to another person, the amount of such indebtedness exceeds $250,000 and the acceleration file a petition under any section or chapter of the maturity National Bankruptcy Act, as amended, or under any similar law or statue of the United States or any State thereof; or a petition shall be filed against Tenant under any such indebtedness would have statute or Tenant or any creditor of Tenant notifies Landlord that it knows such a material adverse effect upon the Companypetition will be filed or Tenant notifies Landlord that it expects such a petition to be filed; or (fvii) a sale of receiver or trustee shall be appointed for Tenant’s leasehold interest in the Premises or for all or substantially all a substantial part of the assets of the Company unless waived in writing by the LenderTenant. Upon the occurrence Not more than twice is any 12-month period, Landlord shall notify Tenant of a Defaultmonetary default under this Lease, the Lender and Tenant shall be entitled permitted to declare any cure such default within 10 days following the giving of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)such notice.

Default Remedies. A "Default" shall exist if any Any of the following ----------------- occurs and shall constitute an Event of Default: If a) Lessee fails to pay when due any rent or other amount required herein to be paid by Lessee, or b) Lessee makes an assignment for the benefit ofcreditors, whether voluntary or involuntary, or c) a petition is not remedied (ifiled by or against Lessee under any bankruptcy, insolvency or similar 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 of events described in clause (a) belowwhich results, within 15 days after notice from the Lender to the Company thereof, and (ii) in the case opinion of events described Lessor, in clauses (b) through (a material adverse change in Lessee's ability to perform its obligations under this lease, or h) below any representation or elsewhere warranty made by Lessee in this Agreement, within 30 days after notice from the Lender lease or in any other document or agreement furnished by Lessee to the Company thereof: (a) failure of the Company punctually Lessor shall prove to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be have been false or misleading in any material respect as when made or when deemed to have been made, or i) Lessee shall be in default under any material obligation for the payment of borrowed money or the date made; deferred purchase price of, or for the payment of any rent due with respect to, any real or personal property or j) Lessee shall be in default under any other agreement now existing or hereafter made with Lessor or any of Lessor's affiliates, or k) any event or condition described in the foregoing clauses (b), (c), (e), (f), (g), (h) failure of (in clauses (g) and (h) substituting the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code phrase "guaranty or makes an assignment other credit support document" for the benefit of creditors; word "lease"), (i) or if (j) shall have occurred with respect to any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiverguarantor of, or other custodian 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 guaranty 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 have been revoked or terminated or shall have otherwise ceased, for any reason, to be in full force and effect. An Event of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if Default with respect to any reorganization or arrangement proceeding is instituted by the Company Equipment Schedule shall constitute an Event of Default for the settlement, readjustment, composition or extension all Equipment Schedules. Lessee shall promptly notify Lessor of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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 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 same may be located, without demand or notice, without any court order or other process of law and without liability to Lessee for any damages occasioned by such taking of possession, and any such taking of possession shall not constitute a Defaulttermination of this lease, d) Lessor may recover from Lessee, with respect to any and all items of Equipment, and with or without repossessing the Lender 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 extention 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 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 declare any 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 amounts owed by the Company terms of this lease plus accrued delinquent payments under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)Paragraph 21.

Default Remedies. A "Default" (a) It shall exist be a default hereunder if any of the following ----------------- occurs and is not remedied (i) in the case Tenant shall fail to pay any rent or other sums of events described in clause money within ten (a10) below, within 15 days after the same is due and fails to cure the same within 10 days after receipt of written notice from of the Lender to the Company thereof, and same; (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement Tenant shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully fail to comply with any other provision of its covenants in this AgreementLease or any other agreement between Landlord and Tenant and fails to cure the same within thirty (30) days after written notice of the same; (diii) if the Company becomes insolvent as defined 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 business in the Georgia Uniform Commercial Code or makes an assignment for Premises when the benefit of creditorsPremises are delivered to it and thereafter during the term hereof (it being intended that a vacating by Tenant shall be a default hereunder); or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is (v) Tenant shall become insolvent or unable to pay its debts as they maturebecome due, or Tenant notifies Landlord that it anticipates either condition; (evi) the Company is in default on indebtedness Tenant takes any action to, or notifies Landlord that Tenant intends to another person, the amount of such indebtedness exceeds $250,000 and the acceleration file a petition under any section or chapter of the maturity National Bankruptcy Act, as amended, or under any similar law or statue of the United States or any State thereof; or a petition shall be filed against Tenant under any such indebtedness would have statute or Tenant or any creditor of Tenant notifies Landlord that it knows such a material adverse effect upon the Companypetition will be filed or Tenant notifies Landlord that it expects such a petition to be filed; or (fvii) a sale of receiver or trustee shall be appointed for Tenant's leasehold interest in the Premises or for all or substantially all a substantial part of the assets of the Company unless waived in writing by the Lender. Upon the occurrence of a Default, the Lender shall be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)Tenant.

Default Remedies. A "(A) In addition to any other acts or omissions designated in this Lease as Events of Default" shall exist if any , each of the following ----------------- occurs and is not remedied (i) in shall constitute an Event of Default by Tenant hereunder: 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 of the Company punctually to make any payment of Rent or any amount payable installment thereof or to pay any other sum required to be paid by Tenant under this Lease or under the Note, whether at maturity, terms of any other agreement between Landlord; the use or at a date fixed occupancy of the Premises for any prepayment purpose other than the Permitted Use without Landlord’s prior written consent or partial prepayment, the conduct of any activity in the Premises which constitutes a violation of law; if the interest of Tenant or any part thereof under this Lease shall be levied on under execution or other legal process and said interest shall not have been cleared by acceleration, said levy or otherwiseexecution within thirty (30) days from the date thereof; (b) if any statement, representation, voluntary or warranty involuntary petition in bankruptcy or for corporate reorganization or any similar relief shall be filed by or against Tenant or any guarantor of the Company made in this Agreement Lease or if a receiver shall be false appointed for Tenant or misleading in any material respect as guarantor or any of the date madeproperty of Tenant or guarantor; (c) failure if Tenant or any guarantor of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes Lease shall make an assignment for the benefit of creditors; creditors or if any action is brought by the Company seeking dissolution of the Company or liquidation of Tenant shall admit in writing its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable inability to pay its meet Tenant’s debts as they mature; (e) 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 agreed to in writing, mutually, by the Company is in default on indebtedness parties; if Tenant shall fail 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 immediately discharge or bond over any lien placed upon the CompanyPremises in violation of 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 (f) a sale of all the failure to observe 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 be entitled to declare perform any of the amounts owed by other covenants or conditions in this Lease which Tenant is required to observe and perform and which Tenant has not corrected within thirty (30) days after written notice thereof to Tenant; provided, however, that if said failure involves the Company under the Note due and payablecreation of a condition which, whereupon they immediately will become due and payable without presentmentin Landlord’s reasonable judgment, demandis dangerous or hazardous, notice or protest of any kind (all of which are expressly waived by the Company)Tenant shall be required to cure same within 24 hours.

Default Remedies. A "Default" shall exist if any of In the following ----------------- occurs and is not remedied (i) in the case of events described in clause event (a) below, any payment required by this Note is not paid within 15 five (5) days after Maker's receipt of written notice from the Lender to the Company thereof, and (ii) in the case of events described in clauses that such payment is past due: (b) through of an Event of Default (has defined in the Pledge Agreement) below or elsewhere in this under the Pledge Agreement, within 30 days after notice from or the occurrence of a default under any other promissory note made by Maker to Lender to or any other agreement between Maker and Lender (collectively, the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made"'Other Notes"); (c) failure of the Company punctually occurrence of a material default under any other agreement between Maker and fully to comply with any of its covenants in this Agreementthird party which default is not cured within the applicable cure period therefor (collectively, the "Other Agreements”); or (d) if the Company becomes insolvent as defined Maker files a petition in the Georgia Uniform Commercial Code 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 creditorscreditors (a "Bankruptcy Event"); or if any action is brought by thereafter, Lender may cause the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiverPrincipal Amount, or such lesser amount that may be then outstanding, and accrued interest thereon and all other custodian for any amounts past due hereunder, and the entire principal amount that may be then outstanding and 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 its propertywritten 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 if the Company commences a voluntary case under the Federal Pledge Agreement, Other Note or Other Agreement or the relevant Bankruptcy Code; Event, Lender or if any reorganization the holder hereof may, in addition to the rights and remedies described above, pursue each and every other right, remedy, or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that power available to it is insolvent or unable to pay its debts as they mature; (e) the Company is in default on indebtedness to another personunder this Note, 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; Pledge Agreement and/or available to it at law or (f) a sale of all or substantially all of the assets of the Company unless waived in writing by the Lenderequity. Upon the occurrence of a Defaultdefault hereunder, under the Pledge Agreement or a Bankruptcy Event, the Lender Principal Amount, or such lesser amount that may be then outstanding, and accrued Interest thereon and all other amounts past due hereunder shall be entitled to declare any accrue interest at the rate of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind eighteen percent (all of which are expressly waived by the Company)18%) per annum.

Default Remedies. A "Upon the occurrence of an Event of Default" shall exist if , without any presentment, demand, protest, notice of the following ----------------- occurs protest and is not remedied (i) nonpayment, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank may, in the case of events described in clause (a) belowits sole and absolute discretion, 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 thereofimmediately: (a) failure of the Company punctually terminate or suspend Seller’s right hereunder to make submit any payment of any amount payable under the Note, whether at maturity, or at a date fixed Request to Bank for any prepayment or partial prepayment, or by acceleration, or otherwiseBank to purchase Participation Interests; (b) any statement, representation, or warranty pursuant to the power of the Company made 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 remedy after the occurrence of an Event of Default specified 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 be false reasonably deem satisfactory, any or misleading all rights, titles and interest of Bank and Seller in and to any material respect as of or all Participated Mortgage Loans and apply the date madeproceeds thereof to the 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 Warehouse Document, in such order and amounts determined by Bank; (c) failure of the Company punctually exercise its rights and fully to comply with remedies under any of its covenants in this AgreementPledge 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 the Company becomes insolvent as defined an Event of Default specified 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 assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (eSections 9.1(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 Defaultoccurs, the Lender fees and other sums due hereunder shall be entitled to declare any of the amounts owed by the Company under the Note become automatically and immediately due and payable, whereupon they immediately will become due both without any action by Bank and payable without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or protest of intent to accelerate, or any other notice of any kind (kind, all of which are hereby expressly waived by waived, notwithstanding anything contained herein to the Company)contrary.

Default Remedies. A "(A) In addition to any other acts or omissions designated in this Lease as Events of Default" shall exist if any , each of the following ----------------- occurs and is not remedied shall constitute an Event of Default by Tenant hereunder: (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 of the Company punctually to make any payment of Rent or any amount payable installment thereof or to pay any other sum required to be paid by Tenant under this Lease or under the Noteterms 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, whether at maturityhowever, 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 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 at a date fixed grace period; (ii) the use or occupancy of the Premises for any prepayment purpose other than the Permitted Use without Landlord's prior written consent or partial prepayment, or by acceleration, or otherwisethe conduct of any activity in the Premises which constitutes a violation of law; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (diii) if the Company becomes insolvent as defined interest of Tenant or any part thereof under this Lease shall be levied on under execution or other legal process and said interest shall not have been cleared by said levy or execution or bonded around within thirty (30) 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 Georgia Uniform Commercial Code Lease or makes if a receiver shall be appointed for Tenant or any guarantor or any of the property of Tenant or guarantor; (v) if Tenant or any guarantor of the Lease shall make an assignment for the benefit of creditors; creditors or if any action is brought by the Company seeking dissolution of the Company or liquidation of Tenant shall admit in writing its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable inability to pay its meet Tenant's debts as they mature; (evi) the Company is 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 default on indebtedness each case, as permitted in this Lease, or mutually agreed 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 parties, and provided that such five (5) day period shall not delay Landlord's right to obtain insurance on behalf of Tenant and to charge Tenant for the occurrence cost thereof pursuant to the terms of a Default, Section 9(D) of this Lease; (vii) if Tenant shall fail to promptly discharge or bond over any lien placed upon the Lender Premises in violation of this Lease; (viii) if any Letter of Credit required to be maintained by Tenant pursuant to this Lease shall be entitled 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 declare 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 amounts owed by other covenants or conditions in this Lease which Tenant is required to observe and perform and which Tenant has not corrected within thirty (30) days after written notice thereof to Tenant; provided, however, that if said failure involves the Company under creation of a condition which, in Landlord's reasonable judgment, is dangerous or hazardous, Tenant shall be required to cure same within 24 hours after receipt of notice thereof, and if a default which is not dangerous or hazardous cannot reasonably be cured within thirty (30) days then Tenant shall have such additional period of time as is reasonably necessary to effect a cure provided that Tenant promptly commences the Note due cure and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest diligently pursues the same to completion; provided further that the cure periods set forth above shall not operate to delay any right of any kind (all Landlord set forth in this Lease to perform on the account of which are expressly waived by the Company)Tenant.

Default Remedies. A "Default" In the event (i) the Maker fails to make any payment when due under this note or under any other notes or obligations of the Maker to the Lender, or (ii) the Maker or any endorser or guarantor of this note shall exist be adjudged a bankrupt, or file a petition in bankruptcy, or have a petition filed against them, or (iii) the Maker or any endorser or guarantor of this note shall, in the sole opinion of the Lender, experience a material adverse change in its, his or her financial condition, or (iv) a writ or order of attachment or garnishment shall be issued or made against any property of the Maker or any endorser or guarantor of this note, or (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 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 notice, and the Lender may sell at public or private sale any or all of the property securing this note, or substitutes therefor or additions thereto, and if such sale be public, the Lender may purchase such property or any part thereof. The proceeds of any sale made hereunder, after deducting any expense incident to said sale, together with the cost of handling said property, may be applied by the Lender, as it shall deem proper, to any one or more or all of the liabilities of the Maker to the Lender, whether such liabilities are due or not, and the balance of said proceeds, if any, shall be returned to the Maker. If any Maker is a corporation, partnership, limited partnership, limited liability company or any other type of business entity, the happening of any of the following ----------------- occurs events without the Lender's prior written consent shall render this note in default and, at the option of the Lender, immediately due 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 payable without demand or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereofnotice: (a1) failure a merger or consolidation of the Company punctually to make Maker or any payment subsidiary of the Maker with or into any amount payable under corporation or other legal entity, or a merger or consolidation of one or more other such entities with or into the NoteMaker; (2) the sale, lease, transfer or other disposition of all or any substantial part of the assets of the Maker, whether at maturity, now owned or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwisehereafter acquired; (b3) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; or if any action is brought acquisition by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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 Maker of all or substantially all of the assets or outstanding capital stock of any other business entity; or (4) any one or more transfers, sales or other dispositions of shares of any class of stock of the Company unless waived 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 Maker on the date of this note, which in writing the aggregate would cause 50% or more of the then outstanding shares of such class of stock to be owned by persons other than one of the Lendershareholders of the Maker on the date of this note. Upon Failure of the occurrence holder of this note to exercise any of its rights and remedies shall not constitute a Defaultwaiver of any provision of this note, or of 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 Lender 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 entitled cumulative to declare any of the amounts owed greatest extent permitted by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)law.

Default Remedies. A "Default" shall exist if any Any of the following ----------------- occurs and is not remedied (i) in the case shall constitute an Event of events described in clause (Default: If a) belowLessee fails to pay when due any rent or other amount required herein to be paid by Lessee, within 15 days after notice from the Lender to the Company thereof, and (ii) in the case of events described in clauses (or b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or Lessee makes an assignment for the benefit of creditors; , whether voluntary or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiverinvoluntary, or other custodian for any of its property; or if the Company commences c) a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought filed by the Company seeking or against Lessee under any bankruptcy, insolvency or similar relief legislation, or alleging that it is insolvent d) Lessee violates or unable fails to pay its debts as they mature; (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) the Company is in default on indebtedness to another personLessee makes a bulk transfer of furniture, the amount of such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have furnishings, fixtures or other equipment or inventory, or f) Lessee ceases doing business as a material adverse effect upon the Company; going concern or terminates its existence, or (fg) a sale of 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 assets legal structure of Lessee, in each case which results, in the Company unless waived opinion of Lessor, in writing 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 prove to have been false or misleading in any material respect when made or when deemed to have been made, or i) Lessee shall be in default under any material obligation for the Lenderpayment of borrowed money or the deferred purchase price of, or for the payment of any rent due with respect to, any real or personal property, or j) Lessee shall be in default under any other agreement now existing or hereafter made with Lessor or any of 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 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 guaranty 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 have been revoked or terminated or shall have otherwise ceased, for any reason, to be in full force and effect. Upon An Event of Default with respect to any Equipment Schedule shall 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 same may be located, without demand or notice, without any court order or other process of law and without liability to Lessee for any damages occasioned by such taking of possession, and any such taking of possession shall not constitute a Defaulttermination of this lease, d) Lessor may recover from Lessee, with respect to any and all items of Equipment, and with or without repossessing the Lender 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 declare any 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 amounts owed by the Company terms of this lease plus accrued delinquent payments under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)Paragraph 21.

Default Remedies. A "Default" shall exist if any Any of the following ----------------- occurs and is not remedied (i) in the case shall constitute an Event of events described in clause (Default: If a) belowLessee fails to pay when due any rent or other amount required herein to be paid by Lessee, within 15 days after notice from the Lender to the Company thereof, and (ii) in the case of events described in clauses (or b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or Lessee makes an assignment for the benefit of creditors; , whether voluntary or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiverinvoluntary, or other custodian for any of its property; or if the Company commences c) a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought filed by the Company seeking or against Lessee under any bankruptcy, insolvency or similar relief legislation, or alleging that it is insolvent d) Lessee violates or unable fails to pay its debts as they mature; (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 there is a change in the Company is legal structure of ownership of Lessee, or a consolidation or merger of Lessee into or with another entity, which results, in default on indebtedness to another personthe opinion of Lessor, the amount of such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have in a material adverse effect upon change in Lessee's ability to perform its obligations under the Company; lease, or (f9) a sale any representation or warranty made by Lessee in this lease or in any other document or agreement furnished by Lessee to Lessor shall prove to have been false or misleading in any material respect when made or when deemed to have been made. An Event of Default with respect to any Equipment Schedule shall constitute an Event of Default for all or substantially all Equipment Schedules. Lessee shall promptly notify Lessor of the assets of the Company unless waived in writing by the Lender. Upon 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 same may be located, without demand or notice, without any court order or other process of law and without liability to Lessee for any damages occasioned by such taking of possession, and any such taking of possession shall not constitute a Defaulttermination of this lease, d) Lessor may recover from Lessee, with respect to any and all items of Equipment, end with or without repossessing the Lender 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 declare any 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 amounts owed by the Company terms of this lease plus accrued delinquent payments under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)Paragraph 21. 23.

Default Remedies. A "Default" shall exist if On the failure of the Mortgagor to pay any of the following ----------------- occurs taxes, assessments, debts, liens or other charges as the same become due and payable, or to insure the Mortgaged Property or deliver the policies of insurance as herein provided, or to perform any of the Mortgagor's agreements contained in this Mortgage or any other instrument evidencing or securing payment of the indebtedness hereby secured, the Mortgagee is hereby authorized, at the Mortgagee's option, to: (a) insure the Mortgaged Property, or any part thereof, and pay the costs of such insurance; (b) pay such taxes, assessments, debts, liens or other charges herein described, or any 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 any sum so paid shall not remedied (i) be a 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 to pay any of the taxes, assessments, debts, liens or other charges herein described, or to keep the Mortgaged Property insured in the manner herein provided, or to deliver renewal policies in the manner herein provided, or in the case of events described in clause (a) belowthe actual or threatened destruction, within 15 days after notice from the Lender to the Company thereofdemolition, and (ii) in the case removal, condemnation or taking of events described in clauses (b) through (h) below all or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure any part of the Company punctually to make any payment of any amount payable under Mortgaged Property or on the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension breach of any of its debts upon the terms of this Mortgage or any terms; other instrument evidencing or if securing payment of the indebtedness hereby secured, then, any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (e) the Company is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 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 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 Mortgagee shall be entitled to declare any foreclose this Mortgage by judicial proceeding, and shall be entitled to enter into possession of the amounts owed 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 Company under principal of the Note and all other sums hereby secured, without deduction, immediately due and payable, whereupon they immediately will become due and payable without presentment, demand, notice 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 protest of any kind (all of which are expressly waived by hereafter be accorded to the Company)Mortgagee at law or in equity.

Default Remedies. A "Default" shall exist With respect to each Lease, You will be in default if (1) You fail to pay any of the following ----------------- occurs and is not remedied (i) in the case of events described in clause (a) below, amount due under any Lease within 15 days after notice from of the Lender due date, (2) You breach or attempt to the Company thereofbreach any other term, and (ii) in the case of events described in clauses (b) through (h) below representation or elsewhere covenant in this Agreement, within 30 days after notice from the Lender any Lease or in any other agreement now existing or hereafter entered into with Us or any Assignee, (3) an event of default occurs under any obligation You may now or hereafter owe to the Company thereof: any affiliate of Us or any Assignee, and/or (a4) failure You and/or any guarantors or sureties of the Company punctually to make Your obligations under any payment Lease (i) die, (ii) go out of any amount payable under the Notebusiness, whether at maturity(iii) commence dissolution proceedings, (iv) merge or consolidate into another entity, (v) sell all or substantially all of Your or their assets, or at there is a date fixed for any prepayment change of control with respect to Your or partial prepaymenttheir ownership, (vi) become insolvent, admit Your or by accelerationtheir inability to pay Your or their debts, or otherwise; (bvii) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes make an assignment for the benefit of creditors; Your or if any action their creditors (or enter into a similar arrangement), (viii) file, or there is brought by the Company seeking dissolution of the Company filed against You or liquidation of its assets them, a bankruptcy, reorganization or seeking similar proceeding or a proceeding for the appointment of a trustee, interim trustee, receiver, trustee or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlementliquidator, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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 (fix) suffer an adverse change in Your or their financial condition. If You default under a sale of all Lease, We may do any or substantially all of the assets following: (A) cancel such Lease, (B) require You to promptly return the Equipment pursuant to Section 12, (C) take possession of and/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 without prior notice or other process of law), and sell, lease or otherwise dispose of the Company unless waived Equipment on such terms and in writing by 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 Lender. Upon sum of (i) all Payments and other amounts then due and past due under such Lease, (ii) all remaining Payments for the occurrence of a Default, the Lender shall be entitled to declare any remainder of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest Term of any kind (all such Lease discounted at a rate of which are expressly waived by the Company).3% per annum,

Default Remedies. A "Default" If we shall exist if any of the following ----------------- occurs and is not remedied (i) in the case of events described in clause (a) belowfail to pay, within 15 days after notice from the Lender to the Company thereofwhen due, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at hereunder and you are unable to extend a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; Revolving Loan (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code Credit Agreement) in cash, in accordance with the terms and restrictions of the Credit Agreement, to satisfy such payment obligation or makes an assignment for the benefit of creditors; with respect to any other Liabilities or to perform any other obligation to you, or if we or any action is brought by the Company seeking dissolution of the Company our property shall become subject to an order of any court or liquidation of its assets any other legal process or seeking the appointment of a trustee, interim trustee, receiverrestraint or to any adverse claim that you shall deem material, or other custodian if you shall feel insecure for any of its property; or if the Company commences reason whatsoever, such event shall constitute a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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 LenderDefault hereunder. Upon the occurrence of a DefaultDefault you may, the Lender shall be entitled at your sole discretion and without notice to declare us, exercise any or all rights and remedies available to you hereunder, under any other agreement or instrument evidencing or relating to any of the amounts owed Liabilities or Collateral, or under applicable law. Without limiting the foregoing, upon Default you may, to the fullest extent permitted by the Company under the Note due and payableapplicable law, whereupon they immediately will become due and payable without presentment, demand, notice of intent to accelerate, notice of acceleration, notice of dishonor or protest other notice, protest, advertisement, hearing or process of law of any kind 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 which are expressly waived the Collateral, free of all rights and claims of the undersigned therein and thereto, at 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 connection 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 Company)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. A "Default" shall exist if 8. Without limiting the other provisions of this Lease, the occurrence of any of the following ----------------- occurs and shall constitute an "event of default" under this Lease: (A) any Rent is not remedied paid within ten (i10) in the case of events described in clause (a) below, within 15 days after written notice from by Lessor to Lessee that the Lender to Rent is due and unpaid; [F5] or (B) the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement premises shall be false deserted or misleading in any material respect as of the date madevacated; or (cC) failure of the Company punctually and fully Lessee shall fail to comply with any term, provision, condition or covenant of its covenants this Lease other than the payment of Rent, or any of the Rules and Regulations now or hereafter established for the government of the Building, and shall not cure such failure within thirty (30) days after written notice to Lessee of such failure to comply; or (D) 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 be come insolvent or make a transfer in this Agreementfraud of creditors; or (dF) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes Lessee shall make 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 assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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 (fG) a sale of all or substantially all receiver is appointed for a substantial part of the assets of Lessee; or (H) the Company unless waived leasehold interest of Lessee, or any portion thereof, is levied on under execution. Specifically notwithstanding any 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 terms of this 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 writing such circumstances without the necessity of any prior notice by the LenderLessor or opportunity to cure for Lessee. Upon the occurrence of a Defaultan event of default, the Lender shall be entitled in addition to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest not in limitation of any kind (all of which are expressly waived by other right or remedy available to Lessor at law or in equity, Lessor shall have the Company).option at any time thereafter to:

Default Remedies. A The following shall constitute events of default ("Events of Default" shall exist if any of the following ----------------- 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 by Lessee under this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually if Lessee fails to make pay when due any payment of any rent or other amount payable due under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwisethis Agreement; (b) if Lessee fails to perform, keep or observe any statementother term, representation, provision or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants covenant contained in this Agreement; (c) any seizure or confiscation of any Vehicle or any other act (other than a Casualty Occurrence) otherwise rendering any Vehicle unsuitable for use (as determined by Lessor); (d) if any present or future guaranty in favor of Lessor of all or any portion of the Company becomes insolvent as defined 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 Georgia Uniform Commercial Code validity or makes an assignment for the benefit enforceability of creditors; any such guaranty shall be contested or denied by any guarantor, or if any action is brought by the Company seeking dissolution of the Company guarantor shall deny that it, he or liquidation of its assets she has any further liability or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for obligation under any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; such guaranty or if any reorganization guarantor shall fail to comply with or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of observe any of its debts upon the terms, provisions or conditions contained in 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 maturesuch guaranty; (e) the Company is in default on indebtedness to another person, the amount occurrence of such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have a material adverse effect upon change in the Companyfinancial condition or business of Lessee or any guarantor; or (f) a sale 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, Enterprise Rent-A-Car Company or any direct or indirect subsidiary of Enterprise Rent-A-Car Company. For purposes of this Section 14, the term "guarantor" shall mean any present or future guarantor of all or substantially all any portion of the assets obligations of the Company unless waived in writing by the LenderLessee under this Agreement. Upon the occurrence of a any Event of Default, Lessor, without notice to Lessee, will have the Lender shall be entitled right to declare 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 and its agents and 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 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 in attempting or effecting enforcement of its 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 Company under estimated wholesale value of such Vehicle for purposes of Section 3(c) shall be deemed to be $0.00 and (ii) the Note due and payable, whereupon they immediately will become due and payable calculations described in the first two sentences of Section 3(c) shall be made without presentment, demand, notice or protest of any kind giving effect to clause (all of which are expressly waived by the Companyii) in each such sentence).; and/or

Default Remedies. A (a) The occurrence of any one of the following events will constitute a default by Lessee hereunder ("Event of Default" shall exist "): (i) failure to pay when due and payable any payment of rent (original or renewal) or any other of Lessee's Obligations; (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 any any time or times hereafter any material warranty, representation, statement, report or certificate now or hereafter made or furnished to Lessor by or on behalf of Lessee is not true and correct; (iv) if any of the following ----------------- occurs 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 remedied terminated or dismissed within twenty days thereafter; (iv) in the death of Lessee; (vi) the filing or commencement of any application, proceeding or case of events described in clause (a) belowby Lessee for Lessee's dissolution or liquidation, within 15 days after notice from the Lender to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually attempt by Lessee to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of Lessee's creditors; , or if the filing by Lessee of any action is brought by case under the Company seeking dissolution Bankruptcy Reform Act of the Company 1978, or any similar law, whether state or federal, for liquidation or rehabilitation of its assets Lessee or seeking of any case for the appointment of a trustee, interim trustee, receiver, trustee or other custodian for all or a material part of the property of Lessee; (vii) the filing against Lessee of any application, proceeding or case for Lessee's dissolution or liquidation, or of any case against Lessee under the Bankruptcy Reform Act of 1978 or any similar law, whether state or federal, 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 application, proceeding or case is not dismissed or stayed within thirty days after the filing thereof; (viii) the filing of a notice of tax lien or the existence of any other lien, claim or encumbrance with respect to any of its the Equipment or all [illegible] material part of Lessee's property; (ix) if Lessee is enjoined, restrained or if the Company commences in any way prevented by court order or otherwise from conducting all or a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any material part of its debts upon any terms; business affairs in the ordinary course of such injunction or if any action restraint is not dismissed or petition is otherwise brought by stayed within thirty days after the Company seeking similar relief entry or alleging that it is insolvent or unable to pay its debts as they maturefiling thereof; (ex) 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 Defaultdefault 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 Lender shall be entitled payment of any indebtedness to declare 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 amounts owed 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, Lessor may, at its election and without notice or demand, exercise any one or more of the following remedies in order to protect the interest and 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 Event of Default or anytime thereafter, or if Lessor decides, in its sole discretion, not to take possession of the Equipment, Lessor continues to be the owner of the Equipment and may, but is not obligated to, dispose of the Equipment by the Company under the Note due sale or otherwise, all of which determinations may be made by Lessor in its absolute discretion and payable, whereupon they for its own account; (c) declare immediately will become 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 presentmentterminating this Lease, demandrecover from Lessee damages, notice not as a penalty, but herein liquidated for all purposes and in an amount equal to the sum of: (i) any accrued and unpaid rent as of the date of entry of judgment in favor of Lessor plus late charges and all other sums that may accrue hereunder; (ii) the present value of all future rentals reserved in the Lease and contracted to be paid over the unexpired term of the Lease discounted at 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 protest other disposition of the Equipment including reasonable attorneys' fees and costs incurred in 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 kind 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 which are expressly waived by this paragraph prior to the Company).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. A "Default" shall exist if any Any of the following ----------------- occurs and is not remedied (i) in the case shall constitute an "Event of events described in clause Default" under this Lease: If (a) below, within 15 Lessee fails to pay when due any rent or other amount required herein to be paid by Lessee and such non-payment continues for more than seven days after notice thereof from the Lender to the Company thereofLessor, and (ii) in the case of events described in clauses or (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or Lessee makes an assignment for the benefit of creditors; , whether voluntary or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiverinvoluntary, or other custodian for any of its property; or if the Company commences (c) a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought filed by or against Lessee under any bankruptcy, insolvency or similar 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 Company seeking similar relief same within seven days after notice thereof from Lessor, or alleging that it is insolvent or unable to pay its debts as they mature; (e) the Company is in default on indebtedness to another personLessee makes a bulk transfer of furniture, 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; furnishings, fixtures or other equipment or inventory, or (f) Lessee ceases doing business as a sale of 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 assets legal structure of Lessee, in each case it results, in the opinion of the Company unless waived Lessor, in writing 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 prove to have been false or misleading in any material respect when made or when deemed to have been made, or (i) Lessee shall be in default under any material obligation for the Lenderpayment of borrowed money or the 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 be in default under any other agreement now existing or hereafter made with Lessor or any of 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 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 guaranty 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 have been revoked or terminated or shall have otherwise ceased, for any reason, to be in full force and effect. Upon An Event of Default with respect to any Equipment Schedule shall 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 same may be located, without demand or notice, without any court order or other process of law and without liability to Lessee for any damages occasioned by such taking of possession, and any such taking of possession shall not constitute a Defaulttermination of this Lease, (d) Lessor may recover from Lessee, with respect to any and all items of Equipment, and with or without repossessing the Lender 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 declare any recover a greater amount in damages than Lessor could have gained by receipt of the amounts owed by Lessee's full, timely and complete performance of its obligations pursuant to the Company terms of this Lease plus accrued delinquent payments under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)Paragraph 21.

Default Remedies. A "Default" In the event that Buyer shall exist if 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 ----------------- occurs and is not remedied (i) in Seller, upon 5 days written notice to Buyer, shall have the case of events described in clause (a) below, within 15 days after notice from the Lender right to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in terminate this Agreement, within 30 days after notice from seek specific enforcement, damages or such other relief as it may elect, including to declare the Lender to the Company thereof: (a) failure entire unpaid balance immediately due and payable, retake possession of all property transferred by this Agreement, or any one or more of the Company punctually above, and shall have the right and option to make bring any payment action at law or equity to enforce the terms of any amount payable under 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 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 event that either party shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully otherwise substantially fail to comply with any the terms, conditions, warranties, or representations of its covenants in this Agreement; (d) if , excluding the Company becomes insolvent timely payment of sums as defined referred to in the Georgia Uniform Commercial Code paragraph immediately above, and said failure to comply is not cured within thirty (30) days of written notice by one party to the other setting forth said failure to comply, or makes if either party shall be adjudicated bankrupt or if any proceeding against either seeking any reorganization, arrangement, liquidation, dissolution, or other similar relief under the present or any future federal bankruptcy code shall remain undismissed or unstayed for an assignment for aggregate of sixty (60) days after the benefit of creditorscommencement thereof; or if any action is brought Trustee receiver or liquidator of either party shall be appointed without consent or acquiescence of that party, or such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days, then in such event, a default may be declared by the Company seeking dissolution of party not in breach etc., in written notice to the Company or liquidation of its assets or seeking the appointment of a trusteeother, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (e) the Company is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 and the acceleration of non-breaching party may declare 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 be entitled to declare any of the amounts owed by the Company under the Note entire unpaid balance due hereunder immediately due and payable, whereupon they immediately will become due retake possession of all property transferred by this Agreement, or any one or more of the above, and payable without presentmentshall have the right and option to bring an action at law or equity to enforce the terms of this Agreement, demandand seek restitution, notice or protest of any kind (all of which are expressly waived by the Company)damages and specific performance.

Default Remedies. A "Default" shall exist 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 ----------------- occurs events shall occur and is not remedied 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) in the case of events described in clause (a) below, within 15 days after notice from the Lender to the if Debtor or Company thereof, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditorscreditors or admits in writing an inability to pay its debts generally as they become due; or (ii) if an order, judgment or decree is entered adjudicating Debtor or Company bankrupt or insolvent; or (iii) if Debtor or Company petitions or applies to any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking tribunal for the appointment of a trustee, interim trustee, receivertrustee or receiver of Debtor or Company, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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 substantial part of the assets of Debtor or Company, or commences any proceedings relating to Debtor or Company under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation 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 order remains unstayed and in effect for more than 90 days; or (v) if Debtor or Company unless waived dissolves or otherwise ceases to conduct business in writing the ordinary course of the Debtor's or Company's business as generally presently conducted (any and each such event described in this 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 all other rights afforded by the Lender. Upon the occurrence this Agreement, at law, in equity, or otherwise, including, without limitation applying by appropriate judicial proceedings for appointment of a Default, the Lender shall be entitled to declare any receiver for all or part of the amounts owed by 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 Company FCC, to the extent such notice is required under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company47C.F.R. 22.937(f).

Default Remedies. A "(A) In addition to any other acts or omissions designated in this Lease as Events of Default" shall exist if any , each of the following ----------------- occurs and is not remedied shall constitute an Event of Default by Tenant hereunder: (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 of the Company punctually to make any payment of Rent or any amount payable 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 Notesame is due, whether at maturity, 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 in said twelve month period shall constitute an Event of Default hereunder without the need for notice or at a date fixed grace period; (ii) the use or occupancy of the Premises for any prepayment purpose other than the Permitted Use without Landlord's prior written consent or partial prepayment, or by acceleration, or otherwisethe conduct of any activity in the Premises which constitutes a violation of law; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (diii) if the Company becomes insolvent as defined interest of Tenant or any part thereof under this Lease shall be levied on under execution or other legal process and said interest shall not have been cleared by said levy or execution within fifteen (15) days from the 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 Georgia Uniform Commercial Code Lease or makes if a receiver shall be appointed for Tenant or any guarantor or any of the property of Tenant or guarantor and such involuntary petition or appointment of a receiver is not dismissed or stayed within sixty (60) days of such filing or appointment; (v) if Tenant or any guarantor of the Lease shall make an assignment for the benefit of creditors; creditors or if any action is brought by the Company seeking dissolution of the Company or liquidation of Tenant shall admit in writing its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable inability to pay its meet Tenant's debts as they mature; (evi) the Company is 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 default on indebtedness each case, as permitted in this Lease, or mutually agreed 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 parties; (vii) if Tenant shall fail to discharge or bond over any lien placed upon the occurrence Premises in violation of a Defaultthis 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 of the other covenants or conditions in this Lease which Tenant is required to observe and perform and which Tenant has not corrected within twenty (20) days after written notice thereof to Tenant; provided however, the Lender that if such failure is not susceptible to being cured within such period of time, Tenant shall be entitled to declare any of the amounts owed by the Company under the Note due such additional time as may be reasonably necessary so long as Tenant is diligently curing such failure and payablecompletes such cure within one hundred twenty (120) days thereafter; further provided, whereupon they immediately will become due and payable without presentmenthowever, demandif such failure creates a condition that, in Landlord's reasonable judgement, is dangerous or hazardous then Tenant shall be required to commence such cure within three (3) business days following written notice or protest of any kind and, subject to extension for Force Majeure (all of which are expressly waived by the Companyas defined in Section 30(G)) complete such cure within ten (10) business days.

Default Remedies. A "(a) As used herein, the term “Default" shall exist if ” means any of the following ----------------- occurs and is not remedied events: (i) in the case of events described in clause (a) below, Borrower fails to pay any Installment or other amount due under a Note within 15 ten days after notice from the Lender same shall have become due, or shall have failed to perform any of the Company thereof, and provisions or requirements set forth in Section 5 hereof; (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company Borrower becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of its creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of (iii) a receiver, trustee, interim trusteeconservator or liquidator of Borrower of all or a 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, receiverinsolvency or similar law (or such a petition is filed against Borrower and is not dismissed within forty-five (45) days); (v) Borrower violates or fails to perform any other provision of this Agreement or any other Loan Document, as defined herein, and fails to cure such default within thirty (30) 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 surviving entity), or other custodian for any of its property; sells, leases or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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 disposes of all or substantially all of its assets without the assets prior written consent of the Company unless waived KEF; (viii) Borrower, if an individual, dies or, if not an individual, is dissolved; (ix) a change in writing control occurs in Borrower; (x) any filing by the Lender. Upon the occurrence Borrower of a Default, the Lender shall be entitled to declare termination statement for any financing statement filed by KEF while any obligations are owed by Borrower under a Note; and (xi) any of the amounts owed by 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 consolidate with Borrower (so long as Borrower is the Company under the Note due and payablesurviving entity) or any other Guarantor, whereupon they immediately will become due and payable without presentmentor sell, demand, notice lease or protest dispose of any kind (all or substantially all of which are expressly waived 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 (held by the Company)KEF) and any other agreements between KEF and Borrower.

Default Remedies. A "Default" shall exist if any of the following ----------------- occurs and is not remedied (i) in the case of events described in clause (a) below, within 15 days after notice from the Lender to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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 an Event of Default, EDC shall have no further obligation to make the Lender shall be entitled to Loan hereunder, and, at its option, may declare any all or part of the amounts owed Indebtedness of the Borrower under this Agreement to be due and payable either on demand or to be immediately due and payable without demand, in each case, all without presentment, protest or further notice of any kind, all of which are hereby expressly waived by the Company 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 the Note this Agreement shall automatically become and be immediately due and payable, whereupon they immediately will become due and payable without presentment, demand, protest or any notice or protest of any kind (kind, all of which are hereby expressly waived by the Company)Borrower. In such event EDC may, in its discretion, exercise any right or recourse and 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 equity 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. A "Default" shall exist if If, at any time prior to Closing, Buyer fails to perform any of the following ----------------- 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 its other covenants or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable obligations under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect which breach or default is not caused by a Seller Default (each, a "Buyer Default"), then Seller, as of its sole and exclusive remedies, may elect to (i) terminate this Agreement by providing written notice to Buyer, whereupon the date made; parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, (cii) failure of the Company punctually and fully proceed to comply 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 of time prior to Closing, Seller fails to perform its covenants or 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; (d) if , whereupon the Company becomes insolvent as defined in the Georgia Uniform Commercial Code parties shall have no further rights 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 assets or seeking the appointment of a trusteeobligations under this Agreement, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (e) the Company is in default on indebtedness to another person, the amount of except those which expressly survive such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have a material adverse effect upon the Companytermination; or (fm) a sale if Seller shall have then obtained the Ability to Convey, proceed to Closing without any reduction in or setoff against the Purchase Price, in which case Buyer shall be deemed to have waived such Seller Default. If Seller shall have then obtained the Ability to Convey, and the Owner Parties shall default in any material respect in any obligations of all or substantially all of the assets of the Company unless waived in writing Seller hereunder that were assumed by the Lender. Upon Owner Parties in joining in the occurrence of a Defaultexecution under this Agreement, Buyer's sole and exclusive remedies against either the Lender Owner Parties or Seller shall be entitled (y) to declare any seek an action for specific performance against the Owner Parties solely with respect to the obligations of the amounts owed Seller hereunder that were assumed by the Company under Owner Parties in joining in the Note due and payableexecution of this Agreement or (z) to terminate this Agreement immediately upon written notice thereof to Seller, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived it being understood by the Company)parties hereto that Buyer shall not have any right to pursue any such remedies without having delivered the written notice as aforesaid. The parties hereto agree that Buyer's remedies hereunder as between Owner Parties and Seller are not cumulative and that Seller shall have no liability for any obligation of Seller that was assumed by the Owner Parties in joining in the execution of this Agreement.

Default Remedies. A "Default" shall exist if Any breach or violation of any provisions of the following ----------------- occurs Lease by Subtenant (continuing beyond the expiration of applicable notice and is not remedied (i) cure periods in the case of events described in clause Lease) shall be deemed to be and shall constitute a default by Tenant under the Lease. In the event (a) belowof any default by Tenant or Subtenant in the full performance and observance of any of their respective obligations under this Consent, which default shall not be cured within 15 thirty (30) days after notice from the Lender to the Company thereof, and party in default (ii) in the case with a copy of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after such notice from the Lender delivered to the Company thereof: (a) failure of other party at the Company punctually to make any payment of any amount payable under the Note, whether at maturitysame time), or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, representation or warranty of the Company Tenant or Subtenant made in this Agreement herein shall prove to be false or misleading in any material respect, then (i) such event may, at Landlord’s option, be deemed an Event of Default by Tenant under the Lease and (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 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 as 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 date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trusteeLease, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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 Landlord shall be entitled to declare any all of the rights and remedies which are available 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 possession of the Premises under §365(h)(1)(A)(ii) and any right of offset under §365(h)(1)(B) against any amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)owing to Landlord.

Default Remedies. A "Default" shall exist if (a) Notwithstanding any provision of any of the following ----------------- occurs and is not remedied Sale Agreement: (i) in upon the case of events described in clause (a) below, within 15 days after notice from occurrence and during the Lender to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment continuance of any amount Event of Default specified in Section 7, Beneficiary at its option may declare the Payment immediately due and payable under the Note, whether at maturity, without further notice or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension demand of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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 Lenderkind. Upon the occurrence and during the continuance of a any Event of Default, Beneficiary may exercise any rights and remedies under this Deed of Trust (including 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) either in person or by agent, with or without bringing any action or proceeding, if applicable law permits, enter upon and take possession of the Lender Property, or any part thereof, in its 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 order as it may elect; and the entering upon and taking possession of the Property, the collection of such Revenues, and the application thereof as aforesaid, shall not cure or waive any Event of Default or notice of default hereunder or invalidate any act done in response to such Event of Default or pursuant to such notice of default and, notwithstanding the continuance in possession of the Property or the collection, receipt and application of Revenues, issues or profits, Beneficiary shall be entitled to declare exercise every right provided for in any of the amounts owed other Sale Agreement or by law upon occurrence of any Event of Default; or (B) commence an action to foreclose this Deed of Trust whether by exercising the Company power of sale granted herein or by judicial foreclosure, appoint a receiver, or specifically enforce any of the covenants hereof; or (C) exercise any or all of the remedies available to a secured party under the Note due Uniform Commercial Code of Texas, and payableany notice of sale, whereupon they immediately will become due and payable without presentmentdisposition or other intended action by Beneficiary, demandsent to Grantor at its addresses specified herein, at least ten (10) days prior to such action, shall constitute reasonable notice or protest of any kind (all of which are expressly waived by the Company)to Grantor.

Default Remedies. A "The following shall constitute events of default (“Events of Default" shall exist if any of the following ----------------- 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 by Lessee under this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) if Lessee fails to pay when due any rent or other amount due under this Agreement and any such failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed shall remain unremedied for any prepayment or partial prepayment, or by acceleration, or otherwiseten (10) days; (b) if Lessee fails to perform, keep or observe any statementterm, representation, provision or warranty covenant contained in Section 11 of the Company made in this Agreement shall be false or misleading in any material respect as of the date madeAgreement; (c) if Lessee fails to perform, keep or observe any other term, provision or covenant contained in this Agreement and any such failure shall remain unremedied for thirty (30) days after written notice thereof is given by Lessor, Servicer or any other agent of Lessor to Lessee; (d) any seizure or confiscation of any Vehicle or any other act (other than a Casualty Occurrence) otherwise rendering any Vehicle unsuitable for use (as determined by Lessor); (e) if any present or future guaranty in favor of Lessor of all or any portion of the Company punctually obligations of Lessee under this Agreement shall at any time for any reason cease to be in full force and fully 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 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 such guaranty or if any guarantor shall fail to comply with or observe any of the terms, provisions or conditions contained in any such guaranty; (f) the occurrence of a 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 its covenants in Lessor, The Xxxxxxxx Group, Inc. or any direct or indirect subsidiary of The Xxxxxxxx Group, Inc. For purposes of this Agreement; (d) if 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 assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (e) the Company is in default on indebtedness to another personSection 14, 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; term “guarantor” shall mean any present or (f) a sale future guarantor of all or substantially all any portion of the assets obligations of the Company unless waived in writing by the Lender. Upon the occurrence of a Default, the Lender shall be entitled to declare any of the amounts owed by the Company Lessee under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company).this Agreement

Default Remedies. A "Default" shall exist if any Each of the following ----------------- occurs and is not remedied shall constitute an event of default (i“Event of Default”) in the case of events described in clause (a) belowunder this Agreement: Contractor fails or refuses to perform or observe any term, 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 covenant or elsewhere condition contained in this Agreement. Contractor (A) is generally not paying its debts as they become due, within 30 days after notice from the Lender (B) files, or consents by answer or otherwise to the Company thereof: (a) failure filing against it of the Company punctually a petition for relief or reorganization or arrangement or any other petition in bankruptcy or for liquidation or to make any payment take advantage of any amount payable under the Notebankruptcy, whether at maturityinsolvency or other debtors’ relief law of any jurisdiction, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (bC) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of its creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking , (D) consents to the appointment of a trustee, interim trusteecustodian, receiver, trustee or other custodian officer with similar powers of Contractor or of any substantial part of Contractor’s property, (E) takes action for the purpose of any of its property; the foregoing, or if (F) is the Company commences subject of any order of a voluntary case under court or government authority related to the Federal Bankruptcy Code; or if Act. On and after any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension Event of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (e) the Company is in default on indebtedness to another personDefault, the amount of such indebtedness exceeds $250,000 District shall have the right to exercise its legal and equitable remedies, including, without limitation, the acceleration of the maturity of such indebtedness would have a material adverse effect upon the Company; right to terminate this Agreement or (f) a sale to seek specific performance of all or substantially 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 of the assets of the Company unless waived in writing costs and expenses incurred by the LenderDistrict in effecting such cure, with interest thereon from the date of incurrence at the maximum rate then permitted by law. Upon The District shall have the occurrence of a Defaultright to offset from any amounts due to Contractor under this Agreement or any other agreement between District and Contractor all damages, the Lender shall be entitled to declare any of the amounts owed losses, costs, or expenses incurred by the Company District as a result of such Event of Default due from Contractor pursuant to the terms of this Agreement. All remedies provided for in this Agreement may be exercised individually or in combination with any other remedy available hereunder or available under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest applicable law. The exercise of any kind (all of which are expressly waived by the Company)remedy shall not preclude or in any way be deemed to waive any other remedy.

Default Remedies. A "Default" shall exist if any Any one of the following ----------------- occurs and is not remedied occurrences shall constitute an "EVENT OF DEFAULT" under this Note: (i) in failure by 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 of the Company punctually Maker to make any payment of any amount payable under principal or interest when the Notesame becomes due and payable, whether at maturity, said failure continuing for thirty (30) days or at a date fixed for any prepayment more; or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (dii) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes Maker shall fail to pay its debts, make an assignment for the benefit of its creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any shall commit an act of bankruptcy, or shall admit in writing its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable inability to pay its debts as they mature; 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 (e60) days after its commencement or convert the Company is in default on indebtedness case from one chapter of the Federal Bankruptcy Code to another personchapter, 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 amount of such indebtedness exceeds $250,000 entire outstanding principal balance and any unpaid interest then accrued under this Note, shall at the acceleration option of the maturity Payee hereof and without demand or notice of such indebtedness would have a material adverse effect upon any kind to the Company; undersigned or any other person (f) a sale of all including, but not limited to, any guarantor now or substantially all of the assets of the Company unless waived in writing by the Lender. Upon the occurrence of a Defaulthereafter existing), the Lender shall immediately become and be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentmentin full. In such event, demand, notice Payee shall have and may exercise any and all rights and remedies available at law or protest of any kind (all of which are expressly waived by the Company)in equity.

Default Remedies. A Lessee shall be deemed to be in default hereunder ("Default" shall exist ") if any of the following ----------------- occurs and is not remedied (i) in the case of events described in clause (a) belowLessee refuses, within 15 days after notice from without justification, to accept delivery of the Lender to the Company thereof, Equipment as provided in Section 4 hereof and (ii) in the case of events described in clauses execute and deliver an Acceptance Letter therefor; or (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually Lessee shall fail to make any payment of any amount payable under hereunder within five (5) days after the Note, whether at maturity, same shall have become due; or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully Lessee shall fail to comply with any the provisions of its covenants in this AgreementSection 8 hereof; or (d) if Lessee shall fail to perform or observe any other covenant or agreement made by it hereunder and such failure shall continue unremedied for a period of thirty (30) days after written notice thereof to Lessee by Lessor; or (e) Lessee shall consent to the Company becomes insolvent appointment of a receiver, trustee or liquidator of itself or of a substantial part of its property, or shall admit in writing its inability to pay its debts generally as defined in the Georgia Uniform Commercial Code they come due, or makes an shall make a general assignment for the benefit of creditors; , or if shall file a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any action is brought by bankruptcy laws (as now or hereafter in effect) or an answer admitting the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment material allegation of a trustee, interim trustee, receiverpetition filed against Lessee in any such proceeding, or other custodian for any of its property; or if the Company commences a Lessee shall by voluntary case petition, seek relief under the Federal Bankruptcy Code; provisions of any other now existing or if any future bankruptcy or other similar law providing for the reorganization or arrangement proceeding is instituted by the Company windingup of corporations, or providing for the settlementan agreement, readjustmentcomposition, composition extension or extension of any of adjustment with its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (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 Companycreditors; or (f) a sale an order, judgment or decree shall be entered by any court of all or substantially all competent jurisdiction appointing, without the consent of the assets Lessee, a receiver, trustee, or liquidator of Lessee or of any substantial part of its property, or any substantial part of the Company unless waived in writing by the Lender. Upon the occurrence property of a Default, the Lender Lessee shall be entitled to declare any 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 the amounts owed by the Company date of entry thereof; or (g) a petition against Lessee in proceedings under the Note due federal bankruptcy laws or other insolvency laws (as now or hereafter in effect) shall be filed and payable, whereupon they immediately will become due and payable without presentment, demand, notice shall not be withdrawn or protest of any kind (all of which are expressly waived by the Company).-------------------------------------------------------------------------------- THIS IS PAGE 7 OF 17 PAGES OF THIS AGREEMENT --------------------------------------------------------------------------------

Default Remedies. A "Default" If default shall exist 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 ----------------- occurs other covenants or conditions in this Lease which Tenant is required to observe and perform and such default shall 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 remedied to exceed sixty (i60) days, to cure the default), or if any voluntary petition in the case of events described bankruptcy or any similar relief shall be filed by Tenant, or if any involuntary petition in clause bankruptcy shall be filed against Tenant under any federal or state bankruptcy or insolvency act and shall not have been dismissed within sixty (a60) below, within 15 days after notice from the Lender to the Company filing thereof, or if a receiver shall be appointed for Tenant or any of the property of Tenant by any court and such receiver shall not have been dismissed within sixty (ii60) 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 date of the Company punctually to make any payment of any amount payable under the Note, whether at maturityappointment, 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 if Tenant shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes make 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 assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable Tenant shall admit in writing Tenant’s inability to pay its meet Tenant’s debts as they mature; (e) the Company is , then, in default on indebtedness addition to another personany other lawful remedy, the amount of such indebtedness exceeds $250,000 Landlord, by notice to Tenant, may terminate this Lease and the acceleration re-enter and take possession of the maturity Premises or terminate Tenant’s right of such indebtedness would have possession without termination of this Lease. Landlord may (i) terminate this Lease and be entitled to recover, as damages, a material adverse effect upon sum of money equal to the Companyexcess 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 (fii) a sale terminate Tenant’s right of all possession and may repossess the Premises by unlawful detainer suit, by taking peaceful possession or substantially all 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 be repeated, 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 to insist upon strict compliance with any obligation hereunder and no custom or practice of the assets parties at variance with the terms hereof shall constitute a waiver of Landlord’s right to demand exact compliance with the Company unless waived in writing by the Lenderterms hereof. Upon the occurrence The provisions of a Default, the Lender this section shall survive any termination of this Lease. The rights and remedies of Landlord under this Lease shall be entitled cumulative and in addition to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due all other rights and payable without presentment, demand, notice remedies which Landlord may have at law or protest of any kind (all of which are expressly waived by the Company)in equity.

Default Remedies. A "Upon the occurrence and continuation of an Event of Default" shall exist if , without any presentment, demand, protest, notice of the following ----------------- occurs protest and is not remedied (i) nonpayment, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank may, in the case of events described in clause (a) belowits sole and absolute discretion, 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 thereofimmediately: (a) failure of the Company punctually terminate or suspend Seller’s right hereunder to make submit any payment of any amount payable under the Note, whether at maturity, or at a date fixed Request to Bank for any prepayment or partial prepayment, or by acceleration, or otherwiseBank to purchase Participation Interests; (b) any statement, representation, or warranty pursuant to the power of the Company made 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 remedy after the occurrence of an Event of Default specified 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 be false reasonably deem satisfactory, any or misleading all right, title and interest of Bank and Seller in and to any material respect as of or all Participated Mortgage Loans and apply the date madeproceeds thereof to the 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 Warehouse Document, in such order and amounts determined by Bank; (c) failure of the Company punctually exercise its rights and fully to comply with remedies under any of its covenants in this 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 the Company becomes insolvent as defined an Event of Default specified 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 assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (eSections 9.1(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 Defaultoccurs, the Lender fees and other sums due hereunder shall be entitled to declare any of the amounts owed by the Company under the Note become automatically and immediately due and payable, whereupon they immediately will become due both without any action by Bank and payable without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or protest of intent to accelerate, or any other notice of any kind (kind, all of which are hereby expressly waived by waived, notwithstanding anything contained herein to the Company)contrary.

Default Remedies. A "Default" If an Event of Default shall exist if occur and be continuing, the Lender may, or the Lenders in respect of a majority in aggregate principal amount of the Advances outstanding may instruct the Collateral Agent to, exercise any right, power or remedy permitted to it by law, either by suit in equity or by action at law, or both, whether for specific performance of any covenant or agreement contained in the Program Documents or in the Note or for an injunction against a violation of any of the following ----------------- occurs and is not remedied (i) 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 case Program Documents or in such Advance, or may proceed to enforce payment of events described such Advance or to enforce any other legal or equitable right of the Lender. No remedy herein or in clause (a) below, within 15 days after notice from 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 be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. No course of dealing on the Company thereofpart 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 (ii) in does hereby absolutely and irrevocably waive and relinquish, the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment benefit and advantage of any amount payable 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 the Noteany judgment, whether at maturity, order or at a date fixed for decree of any prepayment or partial prepayment, or by accelerationcourt, or otherwise; (b) , based on the Advances or on any statement, representation, or warranty claim for interest and fees in respect of the Company made Advances. If an Event of Default shall occur, and be continuing, the Borrower will pay to the Lender or the Collateral Agent, to the extent not prohibited by applicable law and not paid in this Agreement accordance with the Security Agreement, such further amount as shall be false or misleading in any material respect as sufficient to cover the reasonable costs and expenses of collection and of the date made; (c) failure taking of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (e) the Company is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 remedial actions and the acceleration maintenance 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 Defaultenforcement proceedings, the Lender shall be entitled to declare any of the amounts owed by the Company under the Note due including, without limitation, reasonable and payable, whereupon they immediately will become due necessary attorneys' fees and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)disbursements.

Default Remedies. A "(A) In addition to any other acts or omissions designated in this Lease as Events of Default" shall exist if any , each of the following ----------------- occurs and is not remedied shall constitute an Event of Default by Tenant hereunder: (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 of the Company punctually to make any payment of Rent, Additional Rent or any amount payable installment thereof or to pay any other sum required to be paid by Tenant under this Lease within [***] ([***]) days after written notice for Landlord that such sum is due; (ii) the Note, whether at maturity, use or at a date fixed occupancy of the Premises for any prepayment purpose other than the Permitted Use without Landlord’s prior written consent or partial prepayment, or by acceleration, or otherwisethe conduct of any activity in the Premises which constitutes a violation of law; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (diii) if the Company becomes insolvent as defined interest of Tenant or any part thereof under this Lease shall be levied on under execution or other legal process and said interest shall not have been cleared by said levy or execution within [***] ([***]) 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 Georgia Uniform Commercial Code Lease or makes if a receiver shall be appointed for Tenant or any guarantor or any of the property of Tenant or guarantor; (v) if Tenant or any guarantor of the Lease shall make an assignment for the benefit of creditors; creditors or if any action is brought by the Company seeking dissolution of the Company or liquidation of Tenant shall admit in writing its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable inability to pay its meet Tenant’s debts as they mature; (evi) the Company is 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 default on indebtedness each case, as permitted in this Lease, or mutually agreed 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 parties; (vii) if Tenant shall fail to discharge or bond over any lien placed upon the occurrence Premises as a result of a Default, the Lender 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 entitled 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 declare 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 amounts owed by other covenants or conditions in this Lease which Tenant is required to observe and perform and which Tenant has not corrected within [***] ([***]) days after written notice thereof to Tenant, provided, however, that if the Company under the Note due nature of Tenant’s non-performance is such that more than [***] ([***]) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within said [***] ([***]) day period and payable, whereupon they immediately will become due thereafter diligently and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)continuously pursues such cure to completion.