Common use of Default and Remedies Clause in Contracts

Default and Remedies. Licensor and Licensee hereby agree that time is of the essence with respect to the payment by Licensee of the License Fee and any other monetary obligation of Licensee under this Agreement and the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee fails to pay the License Fee or other monetary obligation under this Agreement when due or otherwise defaults in the performance of any of the terms, covenants and conditions of this Agreement, Licensor may, at its option and in addition to all other remedies available under applicable law, terminate this Agreement. In the event of such a default, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later time.

Default and Remedies. Licensor and Licensee hereby agree that time is of the essence with respect If Tenant shall fail to the payment by Licensee of the License Fee and pay either Base Rent or additional rent when due, or any other monetary obligation sums of Licensee under this Agreement and the performance by Licensee of the termsmoney becoming due hereunder, covenants and conditions of this Agreement. If Licensee fails to pay the License Fee or other monetary obligation under this Agreement when due or otherwise defaults if Tenant shall default in the performance of any other of the terms, conditions, or covenants contained in this Lease Agreement to be observed or performed by it and conditions of this Agreementdoes not remedy such default within thirty (30) days after written notice thereof or does not, Licensor maywithin such thirty (30) days, at its option and in addition commence such act or acts as shall be necessary to all other remedies available under applicable law, terminate this Agreement. In the event of such remedy a default, which is not curable within said thirty (30) days for reasons beyond the control of Tenant, and shall not complete such act or acts within sixty (60) days after written notice, or if Tenant shall become bankrupt or insolvent, or file any debtor proceedings, or file in any court pursuant to any statute, either of the United States or of any state a petition in bankruptcy or insolvency or for reorganization, or file or have filed against it a petition for the appointment of a receiver or trustee for all payments previously made by Licensee or substantially all of the assets of Tenant, or if Tenant makes an assignment, or if Tenant shall abandon the Premises or suffer the Lease to be taken under this Agreement will remain any writ of execution and such writ is not vacated or set aside within fifteen (15) days, then in any such event the property Landlord shall have the immediate right of Licensor. Termination of Licensee's reentry without resort to legal process and the right to use terminate and cancel this Lease. If Landlord should elect to reenter as herein provided, or should it take possession pursuant to legal proceedings, it may either terminate this Lease or it may from time to time without terminating this Lease, relet the Equipment Area under this Agreement will not affect Licensee's obligation Premises for such term and at such rentals and upon such other terms and conditions as the Landlord may deem advisable. If such reletting shall yield rentals insufficient for any month to make all License Fee payments coming pay the rental due after by Tenant hereunder for that month, Tenant shall be liable to Landlord for the date of terminationdeficiency and same shall be paid monthly. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder No such reentry or taking possession of the Term will be applied first to any costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach Premises by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph Landlord shall be construed as an election to terminate this Lease unless written notice of such intention be given by the Landlord to the Tenant at the time of such reentry; but, notwithstanding any such reentry and reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach. If as a forfeiture result of a default hereunder, either Landlord or waiver Tenant shall institute legal proceedings for the enforcement of the same or any other remedy at a later timeparty’s obligations, the non-prevailing party shall pay all costs incurred by the prevailing party, including reasonable attorney’s fees.

Default and Remedies. Licensor and Licensee hereby agree that time is In the event of a default by Purchaser under the essence with respect to the payment by Licensee of the License Fee and any other monetary obligation of Licensee under this Agreement and the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee fails to pay the License Fee or other monetary obligation under this Agreement when due or otherwise defaults in the performance of any of the terms, covenants and conditions terms of this Agreement, Licensor mayAuctioneer shall disburse the Xxxxxxx Money to Seller, at and Seller shall be entitled, as its option sole and exclusive remedy hereunder, to retain the Xxxxxxx Money as full liquidated damages for such default of Purchaser, whereupon this Agreement shall terminate and the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination. It is hereby agreed that Seller’s damages in addition the event of a default by Purchaser hereunder are uncertain and difficult to all other remedies available ascertain, and that the Xxxxxxx Money constitutes a reasonable liquidation of such damages and is intended not as a penalty, but as full liquidated damages. Purchaser covenants not to bring any action or suit challenging the amount of liquidated damages provided hereunder in the event of such default. Notwithstanding anything to the contrary contained herein, this provision shall in no way affect or impair Seller’s right of recovery under applicable law, terminate any indemnity given by Purchaser in favor of Seller under this Agreement. In the event of such a defaultdefault by Seller under the terms of this Agreement, all payments previously made by Licensee Purchaser’s sole and exclusive remedies hereunder shall be to either terminate this Agreement and receive a refund of the Xxxxxxx Money from Auctioneer, or to seek specific performance of Seller’s obligations under this Agreement will remain Agreement, without any reduction in the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due Purchase Price, by commencing such an action within thirty (30) days after the date of terminationSeller’s default. Upon termination of Licensee's Purchaser shall have no right to use the Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another party. In seek or recover damages of any nature whatsoever from Seller in the event of a default by Seller under the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder terms of the Term will be applied first to any costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided If either party institutes any action or proceeding in this paragraph are cumulative and not court to enforce any provisions hereof, or any action for damages by reason of any alleged breach of any of the provisions hereof, then the prevailing party in any such action or proceeding shall be entitled to receive from the non-prevailing party such amount as the court may adjudge to be reasonable attorneys’ fees for the services rendered to the exclusion of any prevailing party, together with its other rights or remedies that may be available to Licensor, at law or in equityreasonable litigation costs and expenses. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach The provisions of this Agreement at a later time. No failure Section shall survive Closing or delay by Licensor in the exercise termination of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later timeAgreement.

Default and Remedies. Licensor and Licensee hereby agree that time is of the essence with respect to the payment by Licensee of the License Fee and any other monetary obligation of Licensee under this Agreement and the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee Borrower fails to pay principal and interest on the License Fee Maturity Date or other monetary obligation under this Agreement when due or otherwise defaults in the performance of to perform any of the termsagreements, covenants and conditions of conditions, covenants, provisions, or stipulations contained in this AgreementNote, Licensor maythen Lender, at its option and in addition without notice to all other remedies available under applicable lawBorrower, terminate this Agreement. In may declare immediately due and payable the event entire unpaid balance of such a default, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after principal with interest from the date of terminationdefault at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Upon termination Payment of Licensee's right this sum may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to use the Equipment Area under Lender in this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another partyNote. In the event the Equipment Area is licensed by Licensor to another partythat case, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any Lender also may recover all costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Areaconnection with suit, including costs of court and attorneys' fees with respect theretoa reasonable attorney’s fee for collection, and then to interest on any judgment obtained by Lender at the satisfaction rate of Licensee's obligations under this Agreement12% per year. The remedies of Lender and the warrants provided in this paragraph are Note shall be cumulative and not to the exclusion of any other rights or remedies that concurrent, and they may be available pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to Licensor, at law or exercise one shall in equity. No waiver of any default or breach by Licensee hereunder shall no event be construed to be as a waiver or release of any other default or breach of this Agreement at a later timeit. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or In addition to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at a later timethe highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principal.

Default and Remedies. Licensor and Licensee hereby agree that time is The following events shall constitute a default or breach of the essence this Lease by Tenant: If Tenant shall fail to perform or comply with respect to the payment by Licensee of the License Fee and any other monetary obligation of Licensee under this Agreement and the performance by Licensee of the terms, covenants and material conditions of this Agreement. If Licensee fails Lease within thirty (30) days after notice by Landlord to pay Tenant specifying the License Fee condition to be performed or other monetary obligation under this Agreement when due or otherwise defaults in complied with; or, if the performance cannot be reasonably had within the thirty (30) day period, Tenant shall not in good faith have commenced performance within the thirty (30) day period and shall not diligently proceed to completion of any of the terms, covenants and conditions of this Agreement, Licensor may, at its option and in addition to all other remedies available under applicable law, terminate this Agreementperformance. In the event of any default by Tenant hereunder, Landlord at any time thereafter, may re-enter the Premises and expel, remove, and put out Tenant or any person or persons occupying the Premises and may remove all personal property therefrom. Upon re-entry Landlord may, at its option, relet the Premises or any part thereof as the agent of Tenant, and Tenant shall pay Landlord the difference between the rent hereby reserved for the portion of the term remaining at the time of re-entry and the amount received under such a defaultreletting for such portion of the term. All actions taken by Landlord pursuant to this Section shall be without prejudice to any other remedies that otherwise might be used for the collection of arrears of rent or for the preceding breach of covenant or conditions. If Tenant has failed to cure any default hereunder within the applicable periods of grace and/or notice and cure set forth above, all payments previously made Landlord may elect, but shall not be obligated, to comply with any condition, agreement, or term required hereby to be performed by Licensee under this Agreement will remain Tenant, and Landlord shall have the property of Licensor. Termination of Licensee's right to use enter the Equipment Area under this Agreement will not affect Licensee's obligation Premises for the purpose of correcting or remedying any such default and to make all License Fee payments coming due after remain until the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the rightdefault has been corrected or remedied, but no obligation, any expenditure for such correction by Landlord shall not be deemed to relicense waive or release the Equipment Area default of Tenant or the right of Landlord to another partytake any action as may be otherwise permissible hereunder in the case of any default. In the event any termination by Landlord takes place hereunder, the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder rights and obligations of the Term will be applied first to parties under Section 22 hereof shall survive any costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Areasuch termination until October 31, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later time2003.

Default and Remedies. Licensor and Licensee hereby agree that time is of If the essence with respect Tenant fails to the payment make payments, when due, in any amount required by Licensee of the License Fee and this Lease or if Tenant fails to perform as required by any other monetary obligation of Licensee under this Agreement and the performance by Licensee of the terms, covenants and conditions provision of this Agreement. If Licensee fails to pay the License Fee or other monetary obligation under this Agreement when due or otherwise defaults Lease, Tenant shall be in the performance of any of the terms, covenants and conditions of this Agreement, Licensor may, at its option and in addition to all other remedies available under applicable law, terminate this Agreementdefault. In the event of such a default, all payments previously made by Licensee under this Agreement will remain Landlord may re-enter and take possession of the Premises and have Tenant and Tenant’s property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another partyremoved. In the event of such default or eviction, all remaining rent shall become immediately due and payable without further notice. In the Equipment Area event of such default or eviction, Landlord may re-let the Premises upon terms and conditions as deemed appropriate by Landlord and such re-letting shall in no way affect the liability of Tenant. Any amounts obtained by Landlord via such re-letting shall be first applied toward the expenses associated with the re-letting of the Premises with the remainder, if any, to be applied toward Tenant’s obligations hereunder. Tenant agrees that Landlord is licensed by Licensor to another party, any License Fee received from the other party applicable not limited to the remainder of the Term will remedies referenced above and may seek any other remedy against Tenant as allowed under applicable law. Tenant agrees to be applied first to responsible and pay for any legal expense, attorney fees, discovery fees, court costs and other such fees and expenses incurred by Landlord in attempting Landlord’s effort to enforce the terms and conditions of this Agreement or Lease. As noted above, all remedies available to Landlord pursuant to this Section (and/or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided Section 2 above and/or elsewhere in this paragraph are Lease) shall be cumulative (and not exclusive) of all relief otherwise available to the exclusion Landlord pursuant to this Lease, at law, and/or in equity. No exercise or enforcement of Landlord’s rights in this Section (and/or in Section 2 above and/or elsewhere in this Lease) shall be held to exhaust any other rights right or remedies that may be available to Licensor, remedy of Landlord hereunder or at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later time.

Default and Remedies. Licensor and Licensee hereby agree that time is In addition to those events designated as Events of Default pursuant to Section 23.1 of the essence with respect Lease and notwithstanding anything to the payment contrary set forth in the Lease, an "Event of Default" by Licensee Tenant and a breach of the License Fee Lease shall also exist if Tenant shall fail to comply with the Maintenance Labor Covenant or the Construction Labor Covenant and shall not cure such failure immediately after (and in all events within one (1) day after) notice thereof to Tenant, which notice shall be given as follows: Xxxx Xxxxxxx, Telephone: 000-000-0000, Email: xxxxxxxx@xxxxxx.xxx. Notwithstanding anything contained in the Lease to the contrary, if the Event of Default arises out of or is in any other monetary obligation of Licensee under this Agreement and the performance by Licensee way related to a breach of the termsMaintenance Labor Covenant or the Construction Labor Covenant, covenants and conditions of this Agreement. If Licensee fails to pay the License Fee or other monetary obligation under this Agreement when due or otherwise defaults in the performance of any of the termsthen, covenants and conditions of this Agreement, Licensor may, at its option and in addition to all other remedies available under applicable lawremedies, terminate this Agreement. In Landlord may immediately take any and all actions that Landlord deems necessary in its reasonable to cure said default on behalf of Tenant including, but not limited to, causing the event stoppage of such a defaultany and all work and/or the removal of any workers performing activities in violation of the Maintenance Labor Covenant or the Construction Labor Covenant, in which case, Tenant shall promptly reimburse Landlord for all amounts expended by Landlord in connection therewith together with interest thereon at the Interest Rate, all payments previously made of which shall constitute additional rent hereunder. No action taken by Licensee under Landlord in accordance with the provisions of this Agreement will remain the property paragraph shall constitute a breach by Landlord of Licensor. Termination any implied or express provision of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the rightLease including, but no obligationnot limited to, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder a breach of the Term will be applied first covenant of quiet enjoyment, or an act of trespass or conversion. Tenant hereby releases Landlord from all liabilities, claims and causes of action in any way related to any costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for rights or remedies set forth in this paragraph paragraph. Nothing herein shall be construed as impose any duty on the part of Landlord to stop the work of and/or remove any persons, and Landlord’s failure to do so shall not constitute a forfeiture or waiver of the same or any other remedy at a later timeremedies available to Landlord resulting from such Event of Default.

Default and Remedies. Licensor and Licensee hereby agree that time is of the essence with respect to the payment by Licensee of the License Fee and any other monetary obligation of Licensee under this Agreement and the performance by Licensee of the terms, covenants and conditions of this Agreement17. If Licensee fails to pay the License Fee any rent is due and remains unpaid for ten (10) days after receipt of notice from Landlord, or other monetary obligation under this Agreement when due or otherwise defaults in the performance of if Tenant breaches any of the terms, other covenants and conditions of this AgreementLease and if such other breach continues for thirty (30) days after receipt of notice from Landlord, Licensor mayLandlord shall (then but not until then, at have the right (a) to sue for rent, (b) to repenter withoxx terminating this Lease, provided that Landlord shall use its option best efforts to relet the Leased Premises for Tenant's account and otherwise to mitigate its damages [it being expressly understood that Tenant shall remain liable on a monthly basis for the difference between what Tenant's obligations under this Lease are and what Landlord actually collects, and further provided that if Landlord elects to re-enter without terminating this Lease, this Lease shall nonetheless expire as of the next optional termination date as set forth in addition Article 3(d), or (c) to all other remedies available under applicable law, terminate this AgreementLease and re-enter the Leased Premises; but if Tenant shall pay said rent within said ten (10) days, or in good faith within said thirty (30) days commence to correct such other breach, and diligently proceed therewith, then tenant shall not be considered in default. In If Landlord shall from time to time fail to pay any sum or sums due to Tenant and if such failure continues for thirty days after receipt of notice from Tenant, Tenant shall have the event right and is hereby irrevocably authorized and directed to deduct such sum or Sails from fixed and percentage rent and other sums due Landlord, together with interest thereon at the so-called prime rate charged from time to time by The First National Bank of Chicago, plus two per cent until fully reimbursed. If Landlord shall from time to time fail to perform any act or acts required of Landlord by this Lease and if such a defaultfailure continues for thirty (30) days after receipt of notice from Tenant, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will Tenant shall then have the right, but no obligationat tenant's option, to relicense perform such act or acts, in such manner as Tenant deems reasonably necessary, and the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder full amount of the Term will cost and expense so incurred shall immediately be applied first owing by Landlord to Tenant, and Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such amount from fixed and percentage rent and other sums due Landlord, together with interest thereon at the so-called prime rate charged from time to tine by The First National Bank of Chicago, plus two per cent until fully reimbursed. If Landlord shall in good faith within said thirty (30) days commence to correct such breach, and diligently proceed therewith to completion, then Landlord shall not be considered in default. No delay on the part of either party in enforcing any of the provisions of this Lease shall be considered as a waiver thereof. Any consent or approval granted by either party under this Lease must be in writing and shall not be deemed to waive or render unnecessary the obtaining of consent or approval with respect to any costs and expenses incurred in attempting to enforce this Agreement subsequent act or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights omission for which consent is required or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later timesought.

Default and Remedies. Licensor 401. Events of Default. A failure by any party to perform any action or covenant required by this Agreement, the Regulatory Agreement, the Promissory Notes , and/or the Deed of Trust, within the time periods provided herein following notice and Licensee hereby agree that time is of the essence with respect failure to the payment by Licensee of the License Fee and any other monetary obligation of Licensee cure as described hereafter, constitutes a “Default” under this Agreement and the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee fails A party claiming a Default shall give written notice of Default to pay the License Fee or other monetary obligation under this Agreement when due or parties specifying the Default complained of. Except as otherwise defaults expressly provided in the performance of any of the terms, covenants and conditions of this Agreement, Licensor maythe claimant shall not institute any proceeding against any other party, at its option and the other party shall not be in addition Default if such party cures such default within five (5) days if the claimed Default is a failure to pay amounts due pursuant to the Promissory Note, or thirty (30) days from receipt of such notice for all other remedies available under applicable lawclaimed Defaults hereunder. However, terminate this Agreementin the event that such Default is other than a failure to pay money and is of such a nature that it cannot reasonably be cured within thirty (30) days from receipt of such notice, the claimant shall not institute any proceeding against the other party, and the other party shall not be in Default if such party immediately upon receipt of such notice, with due diligence, commences to cure, correct or remedy such failure or delay and completes such cure, correction or remedy with diligence as soon as reasonably possible thereafter. In the event that the Developer is in default on any loan or deed of trust, the Developer shall immediately deliver to the City and Authority a copy of such a notice of default. Even if the holder of such loan or deed of trust has not exercised its rights or remedies with respect to such default, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will City and Authority shall each have the right, right (but no obligation, to relicense the Equipment Area to another partynot be obligated to) cure such default. In such event, the event the Equipment Area is licensed by Licensor City and Authority shall be entitled to another party, any License Fee received reimbursement from the other party applicable to the remainder Developer of the Term will be applied first to any all costs and expenses they have actually incurred in attempting curing such default. The City or Authority (as applicable) shall be entitled to enforce this Agreement or in relicensing add the Equipment Area, including costs of court and attorneys' fees with respect theretoamount incurred by it to the amounts owing pursuant to the Promissory Note, and then to secured by the satisfaction Deed of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later timeTrust.

Default and Remedies. Licensor and Licensee hereby agree that time is If Tenant fails to pay when due any rent or other sum payable by Tenant under this Lease, or if Tenant fails to observe or perform any of the essence with respect other covenants or conditions in this Lease and such failure continues for more than thirty (30) days after Landlord provides written notice to Tenant thereof, or if the payment by Licensee interest of Tenant in this Lease shall be levied on under execution or other legal process, Landlord may treat the same as a breach of this Lease, and thereupon at its option may, without notice or demand of any kind to Tenant or any other person, have any one or more of the License Fee following described remedies in addition to all other rights and any other monetary obligation of Licensee under remedies provided at law or in equity or elsewhere herein: (a) Landlord may terminate this Agreement Lease and the performance Term, in which event Landlord may immediately repossess the Premises by Licensee legal proceedings and Landlord shall be entitled to recover from Tenant all rent and other sums payable hereunder, all costs incurred by Landlord to recover the Premises and all other costs, expenses and damages suffered or incurred by Landlord by reason of Tenant's default together with interest on all of the termsforegoing amounts at the rate of 15 percent per annum from the date such amounts first became due until paid; or (b) Landlord may (but shall not be obligated to) cure such default on behalf of Tenant, and Tenant shall reimburse Landlord upon demand for any sums paid or costs incurred by Landlord in curing such default, including reasonable attorneys' fees and court costs, together with interest at 15 percent per annum from the dates of Landlord's incurring of such costs or expenses until paid. All remedies available to Landlord hereunder and otherwise available at law or in equity shall be cumulative and concurrent. The failure of Landlord to insist upon strict performance of the covenants and conditions of this Agreement. If Licensee fails Lease shall not be construed as a waiver of Landlord's right to pay thereafter enforce the License Fee or other monetary obligation under this Agreement when due or otherwise defaults same strictly according to the tenor thereof in the performance event of any of the terms, covenants and conditions of this Agreement, Licensor may, at its option and in addition to all other remedies available under applicable law, terminate this Agreementa continuing or subsequent default. In the event of such a defaultany litigation between Landlord or Tenant arising out of or in connection with this Lease, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's right prevailing party shall be entitled to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received recover its reasonable attorneys' fees and costs from the other party applicable to the remainder of the Term will be applied first to any costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later timeparty.

Default and Remedies. Licensor and Licensee hereby agree that time is of the essence with respect (a) If Lessee fails to the payment timely pay any sums due hereunder to Lessor or otherwise fails to keep or perform any covenant or agreement to be kept or performed by Licensee of the License Fee and any other monetary obligation of Licensee Lessee under this Agreement Lease, and the performance by Licensee of the termssuch failure continues for five (5) business days following written notice thereof, covenants and conditions of this Agreement. If Licensee fails to pay the License Fee or other monetary obligation under this Agreement when due or otherwise defaults in the performance of any of the terms, covenants and conditions of then Lessor may immediately terminate this Agreement, Licensor mayin which event Xxxxxx’s right to use and occupy the Leased Premises shall end immediately, at its option and Lessee shall surrender possession of the Leased Premises to Lessor in the manner required hereunder. Lessor shall have all rights and remedies available to it under applicable law or in equity to recover the Leased Premises and to seek damages from Lessee arising from such default, including Lessor’s costs to enforce this Lease. No remedy shall be considered to exclude or suspend any other remedy but the same shall be cumulative and shall be in addition to all every other remedies available under applicable law, terminate this Agreement. In the event of such a default, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's right remedy that Lessor may exercise from time to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any costs time and expenses incurred in attempting to enforce this Agreement so often as occasion may arise or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that as may be available to Licensor, at law or in equitydeemed expedient. No waiver delay or omission of Lessor to exercise any right or power arising from any default shall impair any such right or breach by Licensee hereunder shall power or be construed to be a waiver of any such default or release any acquiescence therein. No waiver of any breach of any of the covenants of this Lease shall be held to be a waiver of any other default breach or consent to any further or succeeding breach of this Agreement at a later timethe same covenant. No failure or delay The acceptance by Licensor in the exercise Lessor of any remedy provided for payment of money due hereunder after the termination by Xxxxxx of this Lease shall not, unless otherwise agreed in writing, be deemed to restore this paragraph Lease or Xxxxxx’s right to possession hereunder but shall be construed as a forfeiture or waiver payment on account, and not in satisfaction of the same or any other remedy at a later timedamages due from Lessee to Lessor.

Default and Remedies. Licensor and Licensee hereby agree that time is of the essence with respect If Tenant shall fail to the payment by Licensee of the License Fee and pay either Base Rent or any additional rent when due, or any other monetary obligation sums of Licensee under this Agreement and the performance by Licensee of the termsmoney becoming due hereunder, covenants and conditions of this Agreement. If Licensee fails to pay the License Fee or other monetary obligation under this Agreement when due or otherwise defaults if Tenant shall default in the performance of any other of the terms, conditions, or covenants contained in this Lease Agreement to be observed or performed by it and conditions of this Agreementdoes not, Licensor maywithin thirty (30) days after written notice thereof or does not within such thirty (30) days, at its option and in addition commence such act or acts as shall be necessary to all other remedies available under applicable law, terminate this Agreement. In the event of such remedy a default, which is not curable within said thirty (30) days for reasons beyond the control of Tenant, and shall not complete such act or acts within sixty (60) days after written notice, or if Tenant shall become bankrupt or insolvent, or file any debtor proceedings, or file in any court pursuant to any statute, either of the United States or if any state a petition in bankruptcy or insolvency or for reorganization, or file and have filed against it a petition for the appointment of a receiver or trustee for all payments previously made by Licensee or substantially all of the assets of Tenant, or if Tenant makes an assignment for the benefit of creditors, or petitions for or enters into an arrangement, or if Tenant shall abandon the Premises or suffer the Lease to be taken under this Agreement will remain any writ of execution and such writ is not vacated or set aside within fifteen (15) days, then in any such event the property Landlord shall have the immediate right of Licensor. Termination of Licensee's re-entry without resort to legal process and the right to use terminate and cancel this Lease. If Landlord should elect to re-enter as herein provided, or should it take possession pursuant to legal proceedings, it may either terminate and cancel this Lease or it may from time to time without terminating this Lease, re-let the Equipment Area under this Agreement will not affect Licensee's obligation Premises for such term and at such rentals and upon such other terms and conditions as the Landlord may deem advisable. If such re-letting shall yield rentals insufficient for any month to make all License Fee payments coming pay the rental due by Tenant hereunder for that month, Tenant shall be liable to Landlord for the deficiency and same shall be paid in a lump sum within thirty (30) days after the date receipt of terminationnotice by Landlord of amount due. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder No such re-entry or taking possession of the Term will be applied first to any costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach Premises by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph Landlord shall be construed as an election to terminate this Lease unless written notice of such intention be given by the Landlord to the Tenant at the time of such re-entry; but, notwithstanding any such re-entry and re-letting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach. If as a forfeiture or waiver result of Tenant's default hereunder, Landlord shall institute legal proceedings for the same or any other remedy at a later timeenforcement of Tenant's obligations, Tenant shall pay all costs incurred by Landlord, including reasonable attorney's fee.

Default and Remedies. Licensor and Licensee hereby agree that time is In the event of the essence with respect to the payment by Licensee of the License Fee and any other monetary obligation of Licensee under this Agreement and the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee fails to pay the License Fee or other monetary obligation under this Agreement when due or otherwise defaults in the performance a breach of any of the terms, covenants and conditions terms of this AgreementAGREEMENT by the PROJECT SPONSOR, Licensor maythe DISTRICT shall provide written notice to the PROJECT SPONSOR, at its option and which shall have sixty (60) days in addition which to all other remedies available under applicable lawcure the breach. If the PROJECT SPONSOR fails to cure the breach within the cure period, terminate this Agreement. In the event of such a default, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will DISTRICT shall have the right, but no not the obligation, to relicense demand that the Equipment Area to another party. In PROJECT SPONSOR immediately refund the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable ASSISTANCE AMOUNT to the remainder extent paid. PROJECT SPONSOR shall refund to the DISTRICT the full amount of the Term will be applied first ASSISTANCE AMOUNT paid to any costs and expenses incurred in attempting to enforce PROJECT SPONSOR, whereupon this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect theretoAGREEMENT, and then to all further rights thereunder, shall be terminated. If the satisfaction of Licensee's obligations under this Agreement. The DISTRICT does not demand reimbursement as aforesaid, the DISTRICT may exercise any and all other remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, at law or in equity. No waiver of any default or With respect to the PROJECT SPONSOR’s obligations under Sections 15, 17, and 20, PROJECT SPONSOR acknowledges that breach by Licensee hereunder the PROJECT SPONSOR of one or more of its obligations under said sections might cause the DISTRICT to suffer irreparable harm, namely harm for which damages would be an inadequate remedy. PROJECT SPONSOR further acknowledges that the DISTRICT might suffer irreparable harm due to delay if, as a condition to obtaining an injunction, restraining order, or other equitable remedy with respect to such a breach, the DISTRICT were required to demonstrate that it would suffer irreparable harm. The parties therefore intend that if the PROJECT SPONSOR breaches one or more of its obligations under Sections 15, 17, or 20, the DISTRICT, in addition to such other remedies which may be available, shall be construed have the right to be a waiver or release seek specific performance and injunctive relief, and for purposes of determining whether to grant an equitable remedy any other default or court will assume that the breach would cause the DISTRICT irreparable harm. The provisions of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph section shall be construed as a forfeiture or waiver survive completion of the same or any other remedy at a later timePROJECT.

Default and Remedies. Licensor and Licensee hereby agree that time is In the event of the essence with respect to the payment any default by Licensee of the License Fee and any other monetary obligation of Licensee under this Agreement and the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee fails to pay the License Fee or other monetary obligation under this Agreement when due or otherwise defaults Tenant in the performance or observance of any agreement or condition in this Lease contained on Tenant’s part to be performed or observed, Landlord may give Tenant written notice specifying such default (provided, however, no notice shall be required to be given to Tenant as to its failure to pay Rent or Additional Rent) and, if Landlord shall do so, then Tenant shall have thirty (30) days in which to cure any such default; provided, however, if such default is of a non- monetary nature and, although curable, cannot reasonably be cured within thirty (30) calendar days, Tenant shall not be in default if Tenant commences to cure such default within the terms, covenants aforesaid thirty (30) day period and conditions of this Agreement, Licensor may, at its option and in addition thereafter diligently prosecutes such cure to all other remedies available under applicable law, terminate this Agreementcompletion. In the event that Tenant shall remain in default following the foregoing cure period, then, notwithstanding any license or waiver of any former breach of covenant in a former instance, it shall be lawful for Landlord thereupon or at any time thereafter, to terminate this Lease and all of Tenant’s interest hereunder by giving written notice to Tenant of such a defaulttermination and of the effective date thereof (and, all payments previously made by Licensee under such notice having been given, this Agreement will remain the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after Lease shall cease and expire on the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreementnamed therein), Licensor will have the rightwithout waiver or prejudice, but no obligationhowever, to relicense the Equipment Area to another party. In Landlord’s claims for Rent and Additional Rent, if any, then due and thereafter due for the event period that would have constituted the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder balance of the Term but for such termination. Landlord may also assert all other claims for breach of covenant hereunder sand may exercise all other rights and remedies available hereunder and at law and in equity. Landlord shall, however, have an affirmative duty to use reasonable efforts to mitigate its damages. If Landlord shall default in the performance or observance of any agreement or condition in this Lease contained on Landlord’s part to be performed or observed and shall not cure such default within thirty (30) calendar days after notice thereof from Tenant (or if such default, although curable, cannot reasonably be cured within 30 days, if Landlord shall not within said period commence to cure such default and thereafter proceed to cure such default to completion with due diligence), Tenant shall have the option, but not the obligation, and without waiving any claim for damage, or any other right or remedy of Tenant, in law or in equity or otherwise available under this Lease, at any time thereafter give written notice to Landlord that if efforts to cure such default are not commenced within 5 calendar days and thereafter diligently prosecuted to completion, Tenant will be applied first entitled to any costs and expenses incurred in attempting to enforce this Agreement cure the default on Landlord’s behalf or in relicensing the Equipment Areaalternative, including Tenant may terminate Lease. If Tenant cures Landlord’s default at its own expense, the Tenant shall be entitled to reimbursement of all reasonable documented cost of such cure from Landlord and may deduct said costs of court and attorneys' fees with respect thereto, and then to from the satisfaction of Licensee's obligations rent due under this AgreementLease. The remedies provided in this paragraph are cumulative Without limiting any and not to the exclusion of any all other rights or remedies that may be available to Licensor, Tenant at law or in equity. No waiver of any default or breach by Licensee hereunder , Tenant shall be construed have the rights provided to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in it under the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later timeApplicable Rules and Regulations.

Default and Remedies. Licensor and Licensee hereby agree that time is The violation of the essence with respect to the payment by Licensee any provision of the License Fee and any other monetary obligation of Licensee under this Agreement and by the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee fails to pay the License Fee or other monetary obligation Mortgagor shall be a default under this Agreement when due or otherwise defaults in the performance of any of the terms, covenants and conditions of this Agreement, Licensor maythe Mortgage and the TCAP Mortgage. The Authority may give written notice of such default to the Mortgagor, at its option and by registered or certified mail, addressed to the address stated in addition to all other remedies available under applicable law, terminate this Agreement, or such other address as may subsequently, upon appropriate written notice thereof to the Authority, be designated by the Mortgagor as its legal business address. In If the default is not corrected to the satisfaction of an Authorized Officer of the Authority within 30 days after the day such notice is mailed or within such further time as an Authorized Officer of the Authority reasonably determines is necessary to correct the default, without further notice the Authority may avail itself of any remedy provided in the Mortgage, the TCAP Mortgage or other document executed in connection with the Mortgage Loan or the TCAP Loan, or any other remedy it may have at law or in equity in the event of such a default. The Authority's remedies shall include the right to, all payments previously made by Licensee and in the case the Mortgagor violates the provisions of Sections 2, 3, 16, 17, 18, 19, 24, 25, 31, 32, 35 or 39 of this Agreement, the LIHTC or TCAP Regulations and other LIHTC or TCAP requirements the Authority shall, apply to any court, State or Federal, for the specific performance of the covenants and agreements contained in this Agreement; for an injunction against any violation of such covenants and agreements; for the appointment of a receiver to take over and operate the Development; or for such other relief as may be appropriate, since the injury to the Authority arising from any default under this Agreement will remain would be irreparable and the property amount of Licensordamage difficult to ascertain. Termination Despite anything in the foregoing to the contrary, the Authority may take possession of Licenseethe Development, bring any action necessary to enforce the rights of the Mortgagor growing out of the Development's operation, and collect the rents and operate the Development in accordance with the terms of this Agreement until such time as the Authority in its discretion, determines that the Mortgagor is again in a position to operate the Development in accordance with the terms of this Agreement and in compliance with the requirements of the Mortgage Note and Mortgage evidencing and securing the Mortgage Loan or the TCAP Mortgage Note and TCAP Mortgage, securing the TCAP Loan. Further, in the event that the Mortgagor becomes subject to the recapture provisions set forth in Section 32 hereof, the Authority may exercise remedy provided in the TCAP Mortgage or other document executed in connection with the TCAP Loan, or any other remedy it may have at law or in equity in the effectuate such recapture. The Authority's election to pursue any one or more of the above remedies shall not be construed to preclude or be a waiver of the Authority's right to use pursue any of the Equipment Area under other remedies with respect to the default for which such remedy was pursued or with respect to any default prior or subsequent to such remedy. If the Mortgagor should violate the provisions of Sections 2, 3, 16, 17, 18, 19, 24, 25, 31, 32, 35 or 39 of this Agreement will not affect Licensee's obligation HUD or any resident in the Development, may give written notice of such default to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right Mortgagor, by registered or certified mail, addressed to use the Equipment Area under address stated in this Agreement, Licensor will have or such other address as may subsequently, be designated by the right, but no obligationMortgagor as its legal business address. A copy of all such notices must also be sent to the Authority, to relicense the Equipment Area to another party. In address stated in this Agreement, or such other address as may subsequently, be designated by the event Authority as its legal business address If the Equipment Area default is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then not corrected to the satisfaction of Licensee's obligations under this Agreement. The remedies provided HUD or the resident in this paragraph are cumulative and not the Development sending such notice of default, within 30 days after the day such notice is mailed or within such further time as HUD or the resident in the Development, sending such notice of default reasonably determines is necessary to correct the default, HUD or the resident in the Development, sending such notice of default, upon further notice to the exclusion of Mortgagor and Authority may seek any other rights or remedies that remedy it may be available to Licensor, have at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor equity in the exercise event of such a default. Such remedies shall include the right to apply to any remedy provided court, State or Federal, for the specific performance of the covenants and agreements contained in this paragraph shall Agreement; for an injunction against any violation of such covenants and agreements; or for such other relief as may be construed as a forfeiture or waiver of the same or any other remedy at a later timeappropriate.

Default and Remedies. Licensor and Licensee hereby agree that The time is of performance by Purchaser of the essence with respect to the payment by Licensee of the License Fee and any other monetary obligation of Licensee under this Agreement and the performance by Licensee of the terms, covenants and conditions terms of this AgreementContract for Deed is an essential part of this Contract for Deed. If Licensee Purchaser fails to pay the License Fee or other monetary obligation under this Agreement when due or otherwise defaults in the performance of timely perform any of the terms, covenants and conditions term of this AgreementContract for Deed, Licensor Seller may, at its option Seller’s option, elect to declare this Contract for Deed cancelled and terminated by notice to Purchaser in addition to all other remedies available under accordance with applicable law, terminate this Agreement. In the event of such a default, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any costs and expenses incurred in attempting to enforce this Agreement law or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of elect any other rights or remedies that may be remedy available to Licensor, at law or in equity. No waiver of any default or breach If Seller elects to terminate this Contract for Deed, all right, title, and interest acquired under this Contract for Deed by Licensee hereunder Purchaser shall be construed then cases and terminate, and all improvements made upon the Property and all payments made by Purchaser pursuant to be a waiver or release of any other default or this Contract for Deed (including escrow payments, if any) shall belong to Seller as liquidated damages for breach of this Agreement at a later timeContract for Deed. No failure or delay by Licensor in Neither the exercise extension of the time for payment of any remedy provided sums of money to be paid hereunder nor any waiver by Seller of Seller’s rights to declare this Contract for Deed forfeited by reason of any breach shall in any manner affect Seller’s right to cancel this paragraph Contract for Deed because of defaults subsequently occurring, and no extension of time shall be construed as valid unless agreed to in writing. After service of notice of default and failure to cure such default within the period allowed by law, Purchaser shall, upon demand, surrender possession of the Property to Seller, but Purchaser shall be entitled to possession of the Property until the expiration of such period. Failure by Seller to exercise one or more remedies available under this Section 26 shall not constitute a forfeiture or waiver of the same right to exercise such remedy or any other remedy at a later timeremedies thereafter.

Default and Remedies. Licensor and Licensee hereby agree that time is (a) Obligor shall be in default hereunder if: (i) Obligor fails to pay any Payment or any other payment required hereunder within ten (10) days of the essence with respect due date thereof; (ii) Obligor fails to observe, keep or perform any other term or condition of this Master IPA or a Schedule and such failure continues for thirty days following receipt of written notice thereof from Payee; (iii) any representation or warranty made by Obligor herein or in any document delivered to Payee in connection herewith shall prove to be false or misleading in any material respect; (iv) Obligor defaults under any other material obligation to Payee, provided that Obligor shall have thirty (30) days after notice of such default, or such longer period of time as may be necessary to cure such default so long as Obligor commences to cure such default within such thirty (30) day period and thereafter uses commercially reasonable efforts to pursue such cure; (v) Obligor or any guarantor becomes insolvent, dissolves, or assigns its assets for the payment by Licensee benefit of creditors, or enters any bankruptcy or reorganization proceeding; (vi) any guarantor of the License Fee and Master IPA dies or does not perform its obligations under the guaranty; (vii) Obligor undergoes a change in ownership or control of any type, that in the Payee’s reasonable judgment, results in a deterioration of Obligor’s creditworthiness; and/or (vii) Obligor defaults on any obligation owed to PNC Bank, National Association, including but not limited to those obligations set forth in the Cross Collateralization Agreement. (b) If Obligor is in default, Payee shall have the right to take any one or more of the following actions: (i) cancel or terminate any or all Schedules or any other monetary obligation of Licensee under this Agreement and the agreements that Payee has entered into with Obligor; (ii) proceed by appropriate court action or actions at law or in equity to enforce performance by Licensee Obligor of the terms, covenants terms and conditions of this Agreement. If Licensee fails Master IPA or any defaulted Schedule and/or recover damages for the breach thereof; (iii) by written notice to pay the License Fee or other monetary obligation under this Agreement when due or otherwise defaults in the performance of any of the termsObligor, covenants and conditions of this Agreement, Licensor may, at its option and in addition which notice shall apply to all other remedies available under applicable lawSchedules hereunder except as specifically excluded therefrom by Payee, terminate this Agreement. In the event declare due and payable, and Obligor shall without further demand, forthwith pay to Payee an amount equal to any unpaid Payment then due as of such a default, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination such notice plus, as liquidated damages or loss of Licensee's right to use the Equipment Area under this Agreementbargain and not as a penalty, Licensor will have the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable an amount equal to the remainder of the Term will be applied first to any costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of Stipulated Loss Value; and/or (iv) exercise any other rights right or remedies that may be remedy available to Licensor, at law or in equity. No waiver Payee shall also have the right to authorize the developer of any default or breach the Licensed Software to terminate access to the Licensed Software, free from all claims by Licensee hereunder Obligor. Termination of the Licensed Software shall be construed to be not constitute a waiver or release of any other default or breach termination of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same Master IPA or any other remedy at a later time.Schedule unless Payee so notifies

Default and Remedies. Licensor and Licensee hereby agree that time is of the essence with respect to the payment by Licensee of the License Fee and any other monetary obligation of Licensee under this Agreement and the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee fails LESSEE shall fail to pay the License Fee or other monetary obligation under this Agreement when due or otherwise defaults in the performance of any of the termsroyalties or other payments at the time and in the manner herein provided, or shall fail to keep and perform any of the covenants and conditions agreements on its part to be kept and performed hereunder, and continues any such failure to pay or continues without diligently proceeding to remedy such default for a period of this Agreementsixty (60) days after receiving written notice from LESSOR, Licensor may, then the LESSOR may at its option cancel and in addition to all other remedies available under applicable lawvoid this Lease, terminate this Agreementand the LESSOR may thereupon enter upon the leased premises and expel the LESSEE therefrom. In the event of any such failure to pay by LESSEE, LESSOR shall have a defaultlien upon any structures, equipment, machinery, improvements and rights and privileges of LESSEE to secure the payment for all payments previously made coal mined; provided, however, the property of every kind put on the leased premises by Licensee under this Agreement will the LESSEE or used in connection with the operations thereof, shall at all times be and remain the property of Licensor. Termination of Licensee's the LESSEE, with the full and free right to use remove the Equipment Area under this Agreement will not affect Licensee's obligation same at any time subject to make all License Fee payments coming due after the date of terminationabove granted lien. Upon termination a default pursuant to this paragraph or any other provision of Licensee's right this Lease, the LESSEE agrees to use furnish and supply to the Equipment Area LESSOR copies of any and all mine maps and records pertaining to the leased premises. If any dispute shall arise concerning the payment of royalties and it shall be later proven that the LESSEE has not paid sufficient royalties under the provisions of this AgreementLease, Licensor will the LESSEE agrees that in addition to all royalties as to which it shall have defaulted, it shall promptly pay the rightsame whenever the amount is ascertained, but no obligation, to relicense together with interest at the Equipment Area to another partyhighest lawful rate. In the event of a dispute concerning the Equipment Area amount or persons entitled to royalties, LESSEE may withhold and escrow with interest the amount in dispute until the dispute is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreementfinally resolved. The rights and remedies provided in this paragraph granted hereunder are cumulative and not in addition to the exclusion of any other rights or remedies that which the LESSOR may be available to Licensor, have at law or in equity. No equity and forebearance by the LESSOR with respect to any particular breach or default shall not constitute a waiver of such rights with respect to any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later timesubsequent period.

Default and Remedies. Licensor and Licensee hereby agree that time is In the event of the essence with respect to the payment any violation by Licensee of the License Fee and any other monetary obligation of Licensee under this Agreement and the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee fails to pay the License Fee Grantor or other monetary obligation under this Agreement when due or otherwise defaults in the performance Grantee of any of the terms, covenants and conditions provisions of this Agreement, Licensor mayin addition to the right to collect damages and/or receive specific performance, the Grantor or Grantee will have the right to seek an injunction of such violation from a court of competent jurisdiction. The prevailing party in any such action shall be entitled to an award of its reasonable attorney’s fees incurred in enforcing this Agreement. In addition, in the event the Grantee fails to perform any of the provisions of this Agreement or violates any of the provisions hereof, the Grantor may cure such default; provided, however, that written notice of such intention, specifying the nature of the alleged default and the actions to be performed, has been given to the Grantee not less than thirty (30) days prior to the commencement of such action or such lesser time if, in the reasonable judgment of the Grantor, such default is emergency in nature. In the event the Grantor fails to perform any of the provisions of this Agreement or violates any provisions hereof, the Grantee may cure such default at its option the Grantee’s sole cost and expense; provided however, that written notice of such intention, specifying the nature of the alleged default and the actions to be performed, has been given to the Grantor not less than thirty (30) days prior to the commencement of such action or such lesser time if, in the reasonable judgment of the Grantee, such default is emergency in nature, and only if the Grantor approves and authorizes the Grantee’s proposed cure in writing. If the Grantor elects to perform the action to have been performed by the Grantee, on completion of such action, an itemized statement of the costs thereof will be submitted to the Grantee, and the amount thereof will be immediately due and payable by the Grantee to the Grantor. The remedies specified herein shall be cumulative and in addition to all other remedies available under applicable law, terminate this Agreement. In the event of such a default, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, permitted at law or in equity. No waiver of any default or breach by Licensee hereunder shall Notwithstanding anything in the foregoing that might be construed to the contrary, Grantor shall not be a waiver required to give notice to Grantee prior TEMP EASEMENT: Dubuque, Iowa Page 5 of 8 DM & E, Grantor AGR No. _ _ City of Dubuque, Grantee to repairing or release arranging for the repair of any other default tracks, facilities, or breach of this Agreement at a later time. No failure equipment damaged by Grantee or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later timeCity Improvements.

Default and Remedies. Licensor and Licensee hereby agree that time is The occurrence of any one or more of the essence with respect to the payment by Licensee of the License Fee and any other monetary obligation of Licensee following events shall constitute a default under this Agreement Lease by Landlord: Landlord's failure to do, observe, keep, and the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee fails to pay the License Fee or other monetary obligation under this Agreement when due or otherwise defaults in the performance of perform any of the terms, covenants and conditions covenants, conditions, agreements, or provisions of this AgreementLease required to be done, Licensor mayobserved, kept, or performed by Landlord within thirty (30) days after written notice by Tenant to Landlord of said failure (except when the nature of Landlord's obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be deemed in default if it commences performance within the thirty (30)-day period and thereafter diligently pursues the cure to completion). Notwithstanding the foregoing, in the event Tenant notifies Landlord that Landlord's breach creates an emergency situation or is of such a nature that impairs Tenant's ability to operate at its option the Premises (which shall include, by way of illustration and not limitation, obstructions or disruptions to parking, access to the Premises, visibility, utilities, roof leaks, health and safety, and quiet enjoyment), then Landlord shall be required to remedy such breach as soon as commercially reasonable and in addition to all other remedies available under applicable law, terminate this Agreementany event without delay. In the event of such a defaultdefault by Landlord, all payments previously made by Licensee or failure to remedy a breach as set forth in the preceding sentence, Tenant may, as Tenant’s sole and exclusive remedies, (i) pursue specific performance, (ii) seek recovery of Tenant's actual money damages for loss arising from Landlord’s uncured breach under this Agreement will remain Lease or (iii) cure any default of Landlord as and to the property of Licensorextent provided below in this Section 16. Termination of Licensee's right Notwithstanding anything in this Lease to use the Equipment Area under contrary, in no event shall this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another partyLease be terminated. In the event the Equipment Area is licensed of any breach or default by Licensor to another partyLandlord of any term or provision of this Lease, any License Fee received from the other party applicable Tenant must look solely to the remainder amount of Landlord’s equity or interest then owned by Landlord in the Term will be applied first to Project and any costs and expenses incurred proceeds therefrom; however, in attempting to enforce this Agreement no event, shall any deficiency judgment or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion any money judgment of any other rights kind be sought or remedies that may be available to Licensorobtained against Landlord. IN NO EVENT SHALL LANDLORD’S OR TENANT’S MEMBERS OR MANAGERS OR ITS OR THEIR DIRECT OR INDIRECT MANAGERS, at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later timeMEMBERS, PARTNERS, SHAREHOLDERS OR AFFILIATES, ANY OFFICER, MANAGER, MEMBER, DIRECTOR, EMPLOYEE, OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY PERSONAL LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS LEASE OR THE PREMISES, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

Default and Remedies. Licensor 401. Events of Default. A failure by any party to perform any action or covenant required by this Agreement, the Regulatory Agreement, the Promissory Notes, and/or the Deed of Trust, within the time periods provided herein following notice and Licensee hereby agree that time is of the essence with respect failure to the payment by Licensee of the License Fee and any other monetary obligation of Licensee cure as described hereafter, constitutes a “Default” under this Agreement and the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee fails A party claiming a Default shall give written notice of Default to pay the License Fee or other monetary obligation under this Agreement when due or parties specifying the Default complained of. Except as otherwise defaults expressly provided in the performance of any of the terms, covenants and conditions of this Agreement, Licensor maythe claimant shall not institute any proceeding against any other party, at its option and the other party shall not be in addition Default if such party cures such default within five (5) days if the claimed Default is a failure to pay amounts due pursuant to the Promissory Note, or thirty (30) days from receipt of such notice for all other remedies available under applicable lawclaimed Defaults hereunder. However, terminate this Agreementin the event that such Default is other than a failure to pay money and is of such a nature that it cannot reasonably be cured within thirty (30) days from receipt of such notice, the claimant shall not institute any proceeding against the other party, and the other party shall not be in Default if such party immediately upon receipt of such notice, with due diligence, commences to cure, correct or remedy such failure or delay and completes such cure, correction or remedy with diligence as soon as reasonably possible thereafter. In the event that the Developer is in default on any loan or deed of trust, the Developer shall immediately deliver to the City and Authority a copy of such a notice of default. Even if the holder of such loan or deed of trust has not exercised its rights or remedies with respect to such default, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will City and Authority shall each have the right, right (but no obligation, to relicense the Equipment Area to another partynot be obligated to) cure such default. In such event, the event the Equipment Area is licensed by Licensor City and Authority shall be entitled to another party, any License Fee received reimbursement from the other party applicable to the remainder Developer of the Term will be applied first to any all costs and expenses they have actually incurred in attempting curing such default. The City or Authority (as applicable) shall be entitled to enforce this Agreement or in relicensing add the Equipment Area, including costs of court and attorneys' fees with respect theretoamount incurred by it to the amounts owing pursuant to the Promissory Note, and then to secured by the satisfaction Deed of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later timeTrust.

Default and Remedies. Licensor and Licensee hereby agree that time is of the essence with respect to the payment by Licensee of the License Fee and any other monetary obligation of Licensee under this Agreement and the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee Tenant (i) fails to pay the License Fee Minimum Base Rent or other monetary obligation any additional rent due under this Agreement when due or otherwise defaults Lease at the time and in the performance manner required by this Lease and such failure continues for a period of ten (10) days after delivery of written notice from Landlord to Tenant, more than twice during a twelve (12) month consecutive period, Txxxxx's third failure to pay Minimum Base Rent or any additional rent due within ten (10) days of the time and in the manner required by this Lease within such twelve (12) consecutive month period shall be an immediate default by Tenant without any requirements for the delivery of any prior written notice; (ii) fails to perform any other condition, stipulation or agreement of this Lease and such failure continues for a period of thirty (30) days from the date Tenant receives written notice of such default (unless such default is of a nature that it cannot be reasonably cured within said thirty (30) day period and Tenant commences to cure such default within such thirty (30) day period and thereafter pursues same with good faith and due diligence to completion); or, (iii) is the subject of a lawsuit for involuntary bankruptcy or is adjudged a voluntary or involuntary bankrupt, makes an assignment for the benefit of creditors, or, if there is a receiver appointed to take charge of the termsPremises either in the State or Federal courts, covenants and conditions of this Agreement, Licensor Landlord may, at its option option, declare this Lease in default, and shall, in addition to all other remedies at law or in equity available under applicable lawto Landlord, have the right to terminate this AgreementLease and, subject to Landlord’s duty to mitigate losses, declare the entire Minimum Base Rent and additional rent and any other charges, for the balance of the Lease Term due and payable immediately. Landlord shall also have the option, without terminating this Lease, to resume possession and re-Lease or re-rent the Premises for the remainder of the Lease Term for the account of Tenant. Landlord shall not be required to pay Tenant any surplus of any sums received by Landlord on a reletting of the Premises in excess of the Minimum Base Rent or additional rent to be paid by Txxxxx as provided in this Lease. In the event Tenant is in default of such a defaultany non-monetary term of this Lease, all payments previously made by Licensee under this Agreement will remain and Tenant has not cured the property default within thirty (30) days of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of terminationLandlord's notice (unless such default is of a nature that it cannot be reasonably cured within said thirty (30) day period and Tenant commences to cure such default within such thirty (30) day period and thereafter pursues same with good faith and due diligence to completion), in addition to Lxxxxxxx's other remedies provided in this Lease, Landlord may cure the default and charge Tenant as additional rent the cost of such cure plus a fifteen percent (15%) service charge. Upon termination Without waiving any other available rights and remedies, Landlord shall be entitled to a late charge, payable as additional rent, on any payment not made when due equal to the greater of Licensee's right to use eighteen percent (18%) per annum or the Equipment Area under this Agreementmaximum percentage permitted by law. A service charge of one hundred dollars ($100.00) will be assessed, Licensor will have the rightas additional rent, but no obligation, to relicense the Equipment Area to another partyfor handling a returned check. In the event the Equipment Area suit is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations brought under this Agreement. The remedies provided in this paragraph are cumulative Lease, the prevailing party shall be awarded attorneys fees and not to the exclusion of any other rights or remedies that may be available to Licensorcosts whether incurred before trial, at law trial or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later timeon appeal.

Default and Remedies. Licensor and Licensee hereby agree that time is of the essence with respect to the payment by Licensee of the License Fee and any other monetary obligation of Licensee under this Agreement and the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee Tenant fails to pay the License Fee or other monetary obligation under this Agreement when due rent or otherwise defaults any other charges or sums required to be paid hereunder by Tenant, or if Tenant vacates or abandons the Premises or if Tenant is adjudicated a bankrupt or files or consents to the filing of a voluntary or involuntary petition in bankruptcy or a petition or arrangement or reorganization or any other insolvency proceedings are brought or filed by or against Tenant or if Tenant seeks, consents to or acquiesces in the performance appointment of a receiver of all or substantially all of Tenant’s property or of Tenant’s interest in this Lease or if Tenant makes an assignment for the benefit of creditors or enters into an agreement of composition with its creditors or if Tenant fails to satisfy promptly any execution, garnishment, judgment or attachment which impairs its ability to carry on its operations in the Premises or if Tenant is dissolved, ceases the active conduct of business or makes a bulk sale of all or substantially all of its assets or if Tenant fails to promptly and fully perform any other covenant, condition or agreement contained in this Lease and such failure to perform continues for fourteen (14) days after written notice is given to Tenant by Landlord, then Landlord shall have the terms, covenants and conditions of this Agreement, Licensor mayright, at its option option, to 1) annul and in addition to all other remedies available under applicable law, terminate this AgreementLease and thereupon re-enter and take possession of the Premises; 2) without terminating this lease, re-enter and re-let the Premises from time to time as agent of Tenant, it being agreed by Tenant that such re-entry and/or re-letting shall not constitute an election by Landlord to terminate this Lease (unless Landlord provides written notice to Tenant of such termination) or discharge Tenant from any liability or obligation hereunder (nothing herein, however, shall be construed to require Landlord to re-enter or re-let in the event of any such default); or 3) declare all rent for the remainder of the Term to be immediately due and payable. If Landlord re-enters the Premises as provided above, Landlord shall not be deemed to have terminated this Lease or the obligation of Tenant to pay any rent or other charges thereafter accruing unless Landlord notifies Tenant in writing of Landlord’s election to terminate this Lease. In the event of any such a defaultre-entry or re-taking of possession by Landlord, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will Landlord shall have the right, but no not the obligation, to relicense remove all or any part of Tenant’s personal property and place the Equipment Area same in storage at a public warehouse at the expense and risk of Tenant. If Landlord elects to another partyre-let the Premises for the account of Tenant, the rent received by Landlord from such re-letting shall be applied as follows: first, to the payment of any indebtedness other than rent then due and owing by Tenant to Landlord; second, to the payment of reasonable costs of such letting, including rent concessions, moving allowances and brokerage fees, if any; third, to the payment of the costs of any alterations, repairs or leasehold improvements to the Premises made for such new tenant; fourth, to the payment of all rent due and payable hereunder; and the balance, if any, shall be held by Landlord and applied in payment of future rent as it becomes due. In the event the Equipment Area is licensed by Licensor to another party, any License Fee If that portion of rent received from such reletting is insufficient to pay the other party applicable rent payable by Tenant under this Lease, then Tenant shall pay the deficiency to Landlord promptly upon demand. Such deficiency shall be calculated and paid monthly. Tenant shall also pay the remainder of the Term will be applied first to any Landlord, as soon as determined, all costs and expenses incurred by Landlord in attempting to enforce this Agreement connection with such reletting or in relicensing the Equipment Areamaking alterations, including costs of court and attorneys' fees with respect thereto, and then repairs or leasehold improvements to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph Premises which are cumulative and not to covered by the exclusion of any other rights or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later timerent received from such re-letting.

Default and Remedies. Licensor and Licensee hereby agree that time is of the essence with respect to the payment by Licensee of the License Fee and any other monetary obligation of Licensee under this Agreement and the performance by Licensee of the terms, covenants and conditions of this Agreement. A) (i) If Licensee fails to pay the License Fee or other monetary obligation under this Agreement when due or otherwise Lessee defaults (a) in the performance of fulfilling any of the covenants of this Lease, requiring the payment of rent, additional rent or other payments due under this Lease, or (b) in strictly complying with any of the other terms, covenants and conditions or provisions of this AgreementLease, Licensor mayor (ii) if Lessee makes a general assignment for the benefit of creditors, at its option is adjudged a bankrupt or files a petition for reorganization or arrangement, or if there has been an attachment or other judicial seizure of substantially all of Lessee's assets, then, in the case of nonpayment of rent or other charges which continues for five (5) days after Lessee receives from Lessor written notice specifying such default, or if Lessee defaults in any one or more of the events referred to in (b) or (ii) above, then upon Lessee's receipt from Lessor of a written notice specifying the nature of said default and in addition upon Lessee's failure to all other remedies available under applicable lawcure such default within thirty (30) days after receipt of Lessor's notice thereof, terminate this Agreement. In the event if required (or if said default or omission complained of shall be of such a defaultnature that the same cannot be completely cured or remedied within said thirty (30) day period, all payments previously made by Licensee under and if Lessee shall not have diligently commenced curing such default with such thirty (30) day period, and shall not thereafter with reasonable diligence and in good faith proceed to remedy or cure such default within a commercially reasonable amount of time), then Lessor may serve a written five (5) business day notice of cancellation of this Agreement will remain Lease upon Lessee and upon the property expiration of Licensor. Termination of Licensee's right to use said five (5) business days, this Lease and the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after term hereunder shall end and expire as fully and completely as if the date of termination. Upon termination expiration of Licensee's right to use such five (5) business day period were the Equipment Area under this Agreement, Licensor will have day herein definitely fixed for the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any costs end and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach expiration of this Agreement at a later time. No failure or delay by Licensor in Lease and the exercise of any remedy provided for in this paragraph term thereof and Lessee shall be construed then quit and surrender the demised Premises to Lessor but Lessee shall remain liable as a forfeiture or waiver of the same or any other remedy at a later timehereinafter provided.

Default and Remedies. Licensor and Licensee hereby agree that time is (a) If Lessee defaults (l) in fulfilling any of the essence with respect to covenants of this Lease Agreement, requiring the payment by Licensee of rent or additional rent, or (2) in complying with any of the License Fee other terms, conditions or provisions of this Lease Agreement, or (3) if Lessee ceases to conduct its business in the demised premises or leaves the same vacant, then, in the case of nonpayment of rent which continues for ten (10) days after Lessor provides written notice to Lessee specifying such default, or if Lessee defaults in any one or more of the events referred to in (2) or (3) above, then upon Lessor's providing a fifteen (15) day written notice upon Lessee specifying the nature of said default and any other monetary obligation upon the expiration of Licensee under said fifteen (15) days, if Lessee shall have failed to comply with or remedy such default, or if said default or omission complained of shall be of such a nature that the same cannot be completely cured or remedied within said fifteen (15) day period, and if Lessee shall not have diligently commenced curing such default with such fifteen (15) day period, and shall not thereafter with LAW OFFICES YOUNG, XXXXXXX XXXX & XXXXXXX MARTINSVILLE, VA. reasonable diligence and in good faith proceed to remedy or cure such default, then Lessor may provide a written fifteen (15) day notice of cancellation of this Lease Agreement to Lessee and upon the expiration of said fifteen (15) days, this Lease Agreement and the performance by Licensee of the terms, covenants term hereunder shall end and conditions of this Agreement. If Licensee fails to pay the License Fee or other monetary obligation under this Agreement when due or otherwise defaults in the performance of any of the terms, covenants expire as fully and conditions of this Agreement, Licensor may, at its option and in addition to all other remedies available under applicable law, terminate this Agreement. In the event of such a default, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after completely as if the date of termination. Upon termination expiration of Licensee's right to use such fifteen (15) day period were the Equipment Area under this Agreement, Licensor will have day herein definitely fixed for the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any costs end and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach expiration of this Lease Agreement at a later time. No failure or delay by Licensor in and the exercise of any remedy provided for in this paragraph term thereof and Lessee shall be construed then quit and surrender the demised premises to Lessor but Lessee shall remain liable as a forfeiture or waiver of the same or any other remedy at a later timehereinafter provided.

Default and Remedies. Licensor and Licensee hereby agree that time is 8.1 In the event of default in the payment of any installment, principal, or interest of the essence with respect to the payment Debt secured by Licensee of the License Fee and this agreement, or any other monetary obligation of Licensee under this Agreement and indebtedness that may be cross-collateralized in the performance by Licensee of agreements that evidence the terms, covenants and conditions of Debt or this Agreement. If Licensee fails to pay , in accordance with the License Fee terms of such agreement or other monetary obligation under this Agreement when due agreements, or otherwise defaults in the performance of a breach of any of the termscovenants contained herein or in the agreements evidencing the Debt to be performed by Grantors, covenants Beneficiary may elect to declare the entire principal indebtedness, with all interest accrued thereon and conditions all other sums secured by this agreement, immediately due and payable, and Grantors hereby expressly waive presentment and demand for payment. (a) In the event of default in the payment of the indebtedness when due or declared due, it shall be the duty of the Trustee, or his or successor or substitute, at the request of the Beneficiary (which request is hereby conclusively presumed), to enforce this Trust by selling the Property secured by this Deed of Trust. (b) Trustee shall advertise the time, place, and terms of the sale of the Property for at least 21 days preceding the date of sale by posting written or printed notice of the sale at the Courthouse door and filing the Notice in the County Clerk's office of the county where the Property is situated. (c) The notice may be posted by the Trustee or by any person acting for him or her. (d) Beneficiary (the holder of the indebtedness secured hereby), or Trustee shall, at least 21 days preceding the date of sale, serve written or printed notice of the proposed sale by certified mail on each debtor obligated to pay the indebtedness secured by this Deed of Trust according to the records of Beneficiary. (e) Such notice shall be enclosed in a postpaid envelope, properly addressed to such debtor at debtor's most recent address as shown by the records of Beneficiary, in a post office or official depository under the care and custody of the United States Postal Service. 8.2 The Trustee shall thereafter also send Grantors any other notice required by law. 8.3 The Trustee shall sell the Property then subject to the Lien at public auction, in accordance with the laws of this Agreementstate and in accordance with the terms of the notice which states the time period that the property shall be sold. (a) The property shall be sold at the Courthouse door of said county where such Property is situated, Licensor on the first Tuesday in any month between the hours of ten o'clock a.m. and four o'clock p.m., to the highest bidder for cash, cashier’s check or any other equivalent which is acceptable to the holder of the Note or the beneficiary, selling all of the Property as an entirety or in such parcels as the Trustee acting may elect, and make due conveyance to the Purchaser or Purchasers, binding Grantors, their heirs and assigns. (b) If the Property is situated in more than one county, the notice shall be posted as provided at the Courthouse door of each of such counties where the Property is situated, and the Property may then be sold at the Courthouse door of any one of such counties, and the notices so posted shall designate the county where the Property will be sold. (c) Out of the money arising from such sale, the Trustee shall first pay all the expenses of advertising the sale and making the conveyance, including a commission of five percent to himself or herself, which commission shall be due and owing in addition to the attorney's fees provided for in the Debt, and then pay to Beneficiary the full amount of principal, interest, attorney's fees and other charges due and unpaid on the Debt, and all other indebtedness secured hereby, giving the balance of the sales price, if any, to Grantors, their heirs or assigns. (d) The recitals in the conveyance to the Purchase or Purchasers shall be full and conclusive evidence of the truth of the matters therein stated, and all prerequisites to the sale shall be presumed to have been performed, and such sale and conveyance shall be conclusive against Grantors, their heirs and assigns. 8.4 The affidavit of any person having knowledge that service of notice of such proposed sale was completed shall be prima facie evidence of the fact of service. In this respect and to the full extent they may legally do so, Grantors also expressly covenant, stipulate and agree that: (a) The address of Grantors set out opposite their signature hereto shall conclusively be deemed and considered to be, and remain at all times, the most recent address of Grantors obligated to pay such indebtedness as shown by the records of the Holder of such indebtedness. (b) Such address may be changed from time to time by express written notice of the change signed by all debtors obligated to pay such indebtedness and actually delivered to and received by the Holder of such indebtedness, setting forth a new address which shall conclusively be deemed and considered to be, and remain at all time thereafter, the most recent address of all debtors obligated to pay such indebtedness as shown by the records of the Holder of such indebtedness until such address is changed in the manner provided for. (c) The records of the Holder of such indebtedness will not be deemed to reflect any change in the name or identity of the debtors obligated to pay the indebtedness (to whom notice of a proposed sale shall be required to be mailed as provided for above) unless and until express written notice of such changes by all debtors obligated to pay such indebtedness is actually delivered to and received by the Holder of the indebtedness, and no notice of the sale or sales other than the notices provided for by this agreement shall be required to be given to Grantors or any other person, and any other notice is expressly waived. 8.5 It is agreed that in the event a foreclosure under this agreement should be commenced by the Trustee, or his or her substitute or successor, Beneficiary may at any time before the sale of the Property direct the Trustee to abandon the sale, and may then institute suit for the collection of the Debt, and for the foreclosure of this Deed of Trust Lien. It is further agreed that if Beneficiary should institute such a suit it may, at its option any time before the entry of a final judgment in the suit, dismiss it and require the Trustee, or his or her substitute or successor, to sell the Property in accordance with the provisions of this Deed of Trust. 8.6 Beneficiary shall have the right to purchase at any sale of the Property if he or she is the highest bidder, and to have the amount for which such property is sold credited on the debt then owing. 8.7 Beneficiary is hereby authorized to appoint a substitute Trustee or a successor Trustee to act instead of the Trustee named in this agreement without other formality than the designation in writing of a substitute or successor trustee. The authority hereby conferred shall extend to the appointment of other successor and substitute Trustees successively until the indebtedness has been paid in full, or until the Property is sold. Each substitute and successor Trustee shall succeed to all of the rights and powers of the original Trustee. 8.8 Grantors expressly waive and renounce the benefit of all present and future laws providing for any appraisement before sale of any of the Property covered by this Deed of Trust, commonly known as "appraisement laws," and all present and future laws extending in any manner the time for enforcement of collection of the indebtedness secured hereby, commonly known as "stay laws" and "redemption laws." 8.9 If any sale is made of the Property, or any portion thereof, under the terms of this Deed of Trust, Grantors, their heirs, and assigns, shall upon the making of such sale, surrender and deliver possession of the Property to the Purchaser at such sale, and in addition the event of their failure to all other remedies available under applicable law, terminate this Agreementdo so they shall after the making of the sale be tenants at will of such Purchaser. In the event of their failure to surrender possession of the Property upon demand, the Purchaser, or his or her heirs or assigns, shall be entitled to institute and maintain an action for forcible detainer of the Property in the Justice of the Peace Court in the Precinct in which such Property, or any part of it, is situated. 8.10 It is agreed that the Lien hereby created shall take precedence over, and be a defaultprior Lien to, all payments previously made by Licensee under this Agreement will remain any other Lien of any character, whether vendor's, materialmen's, or mechanic's Lien created on the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due Property after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreementagreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another party. In and in the event the Equipment Area is licensed proceeds of the indebtedness secured by Licensor this agreement are used to another party, pay off and satisfy any License Fee received from Liens existing on the other party applicable Property prior to the remainder date of this agreement, then Beneficiary is, and shall be, subrogated to all of the Term will rights, Liens and remedies of the Holders of the indebtedness so paid. 8.11 It is further agreed that if Grantors, their heirs or assigns, while owning the Property, should commit an act of bankruptcy, or authorize the filing of a voluntary petition in bankruptcy, or should an act of bankruptcy be applied first to any costs committed and expenses incurred in attempting to enforce this Agreement involuntary proceedings instituted or in relicensing threatened, or should the Equipment AreaProperty be taken over by a Receiver for Grantors, including costs their heirs or assigns, the Exhibit “A” Debt shall, at the option of court Beneficiary, immediately become due and attorneys' fees with respect theretopayable, and the acting Trustee may then proceed to sell the Property under the provisions of this Deed of Trust. 8.12 It is agreed that if default is made in the payment of any installment of the Debt secured by this Deed of Trust, or any other indebtedness that is cross collateralized in this agreement, or if advancements are made under the terms of this Deed of Trust, the Holder shall have the option to proceed with foreclosure in satisfaction of such items, either through the courts or by directing the Trustee, or his or her successors in trust, to proceed as if under a foreclosure, conducting the sale as provided, without declaring the whole debt due. (a) If the sale is made because of such default, such sale may be made subject to the satisfaction un-matured part of Licensee's obligations the Debt secured by this Deed of Trust. It is agreed that such sale, if so made, shall not in any manner affect the un-matured part of the debt secured by this Deed of Trust, but as to such un-matured part this Deed of Trust shall remain in full force and effect, just as though no sale had been made under the provisions of this Agreementparagraph. The (b) It is further agreed that several sales may be made without exhausting the right of sale for any un-matured part of the debt secured, it being the purpose to provide for a foreclosure and sale of the security for any matured portion of the debt secured without exhausting the power of foreclosure, and to sell the security for any other part of the debt secured hereby whether matured at the time or subsequently maturing. 8.13 Without limiting any of the powers or remedies provided elsewhere herein, Grantors agree that in this paragraph are cumulative and not the event the indebtedness is payable in installments or includes, at any time, items of matured as well as un-matured indebtedness, the Holder of the matured installments or items of indebtedness, as the case may be, shall have the right to have the Property sold, subject to the exclusion part of any other rights or remedies the secured indebtedness that may be available is un-matured at the time the Trustee is requested to Licensormake such sale. (a) The Trustee is expressly authorized and empowered to conduct such sale, at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in which is called an "installment foreclosure." (b) Any such installment foreclosure made under this paragraph shall be construed as a forfeiture or waiver not affect the Lien securing that portion of the same indebtedness to which the sale is to be made subject. (c) No installment foreclosures shall exhaust the power of the Trustee to conduct future installment foreclosures, nor in any way limit the power of sale provided elsewhere in this document. The provisions elsewhere in this document relating to the manner of conducting Trustee's sales, including the advertising thereof, shall also apply to any installment foreclosure. 8.14 The filing of a suit to foreclose any Lien, mortgage or security interest hereunder, either on any other remedy at a later timematured portions of the indebtedness or for the whole indebtedness, shall never be considered to be an election so as to preclude foreclosure, under any power of sale contained in this agreement, after dismissal of the suit. 4 9.

Default and Remedies. Licensor and Licensee hereby agree that time is An “Event of the essence with respect to the payment Default” by Licensee of the License Fee and any other monetary obligation of Licensee under this Agreement and the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee Landlord shall occur if: (i) Landlord fails to pay the License Fee to Tenant any amounts due by Landlord hereunder and such failure continues for five (5) business days after written notice from Tenant, or other monetary obligation under this Agreement when due or otherwise defaults Landlord shall be in default in the performance of any other material covenant or condition of this Lease on the part of Landlord to be performed for a period of thirty (30) days after written notice from Tenant of such default; provided, however, if the nature of the termsdefault is such that it cannot be cured practicably within thirty (30) days, covenants but Landlord commences the curing within thirty (30) days after notice from Tenant and conditions thereafter diligently prosecutes the curing, then the cure period shall be extended for the amount of this Agreementtime practicably required to effect the cure. If an Event of Default by Landlord shall occur, Licensor maythen, at its option and in addition to any and all other remedies available under applicable to Tenant at law, terminate in equity or pursuant to the terms hereof, Tenant may at its option incur the expense necessary to perform said obligation of Landlord. If Tenant shall incur any expense, including reasonable attorneys’ fees, in instituting, prosecuting or defending any action or proceedings instituted by reason of any Event of Default by Landlord, then Landlord shall reimburse Tenant for the amount of such expense, with interest thereon at the Interest Rate from and after the date of demand. If Tenant shall recover judgment against Landlord for failure to perform Landlord’s obligations under this AgreementLease, or if the matter is submitted by Tenant to arbitration in accordance with this Section 18.6 and it is determined that Tenant was entitled to incur such expense, then in either event, Tenant may offset the amount of such judgment or award remaining unpaid, with interest at the Interest Rate, against Rent and other charges coming due hereunder. In the event the costs and expenses incurred by Tenant to cure a default of such a defaultLandlord exceed the amount recouped by Tenant by its withholding from Rent and other charges as aforesaid through the balance of the Term then in effect, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will then Tenant shall have the right, but no not the obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder of extend the Term will be applied first for a period of time sufficient for Tenant to any recover such unrecouped costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court from Rent and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later timecharges otherwise payable during such extended period.

Default and Remedies. Licensor and Licensee hereby agree that time is In the event of the essence with respect to the payment any violation by Licensee of the License Fee and any other monetary obligation of Licensee under this Agreement and the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee fails to pay the License Fee Grantor or other monetary obligation under this Agreement when due or otherwise defaults in the performance Grantee of any of the terms, covenants and conditions provisions of this Agreement, Licensor mayin addition to the right to collect damages and/or receive specific performance, the Grantor or Grantee will have the right to seek an injunction of such violation from a court of competent jurisdiction. The prevailing party in any such action shall be entitled to an award of its reasonable attorney’s fees incurred in enforcing this Agreement. In addition, in the event the Grantee fails to perform any of the provisions of this Agreement or violates any of the provisions hereof, the Grantor may cure such default; provided, however, that written notice of such intention, specifying the nature of the alleged default and the actions to be performed, has been given to the Grantee not less than thirty (30) days prior to the commencement of such action or such lesser time if, in the reasonable judgment of the Grantor, such default is emergency in nature. In the event the Grantor fails to perform any of the provisions of this Agreement or violates any provisions hereof, the Grantee may cure such default at its option the Grantee’s sole cost and expense; provided however, that written notice of such intention, specifying the nature of the alleged default and the actions to be performed, has been given to the Grantor not less than thirty (30) days prior to the commencement of such action or such lesser time if, in the reasonable judgment of the Grantee, such default is emergency in nature, and only if the Grantor approves and authorizes the Grantee’s proposed cure in writing. If the Grantor elects to perform the action to have been performed by the Grantee, on completion of such action, an itemized statement of the costs thereof will be submitted to the Grantee, and the amount thereof will be immediately due and payable by the Grantee to the Grantor. The remedies specified herein shall be cumulative and in addition to all other remedies available under applicable law, terminate this Agreement. In the event of such a default, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, permitted at law or in equity. No waiver of any default or breach by Licensee hereunder shall Notwithstanding anything in the foregoing that might be construed to the contrary, Grantor shall not be a waiver required to give notice to Grantee prior to repairing or release arranging for the repair of any other default tracks, facilities, or breach of this Agreement at a later time. No failure equipment damaged by Grantee or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later timeCity Improvements.

Default and Remedies. Licensor and Licensee hereby agree that time is The occurrence of any one or more of the essence following events shall constitute a default ("Default") of this Agreement by Seller: (i) failure of Seller to repurchase any Purchased Account when required pursuant to Paragraph 7 hereof; (ii) the failure of Seller to perform any other covenant or agreement contained herein; (iii) any warranty or representation of Seller made herein shall be untrue; (iv) dissolution or termination of existence of Seller; (v) death of any Seller if Seller shall be an individual; (vi) Seller shall file or have filed against it a petition in bankruptcy or for reorganization or adjustment of its debts or if Seller shall make an assignment for the benefit of creditors; (vii) a tax lien shall be filed against Seller; (viii) a judgment shall be entered against Seller which is not promptly satisfied or if a levy attachment shall be filed against Seller or its property; and/or (ix) if Purchaser shall PLEASE INITIAL HERE _______ Factoring Agreement. page 4 of 5. deem itself insecure for any reason whatsoever. In the event a Default shall occur: i) Purchaser shall have the right to require Seller to immediately repurchase all of the Purchased Accounts for an amount equal to the sum of the aggregate unpaid balances of all the Purchased Accounts then owned by Purchaser plus all Charges and other amounts due Purchaser hereunder; ii) Seller shall pay to Purchaser all other damages costs and losses caused to it by reason of such Default, including, but not limited to reasonable attorneys' fees, court costs, other collection expenses and all other expenses and costs incurred or paid by Purchaser to obtain performance or to enforce any covenant or agreement of Seller hereunder; and iii) Purchaser shall have the right to enforce all rights which it may have with respect to the payment by Licensee of the License Fee and any other monetary obligation of Licensee under security interest granted to it pursuant to this Factoring Agreement and the performance specifically, but not by Licensee way of the termslimitation, covenants and conditions to notify all Account Debtors of this Agreement. If Licensee fails to pay the License Fee or other monetary obligation under this Agreement when due or otherwise defaults in the performance of any of the terms, covenants and conditions of this Agreement, Licensor may, at its option and in addition to all other remedies available under applicable law, terminate this Agreement. In the event of such a default, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of LicenseeSeller's right to use the Equipment Area under this Agreement will not affect Licensee's obligation Accounts to make all License Fee payments coming directly to Purchaser, to notify and require the U.S. Post Office to deliver Seller's mail to Purchaser, and to open Seller's mail and take and endorse for deposit in the name of Seller all payments received upon any of Seller's Accounts and to deposit same for benefit of Purchaser. In addition to the Charges provided for elsewhere herein, Seller shall pay Purchaser a late payment charge equal to eighteen per cent ( 18%) per annum of any amounts not paid when due after to the date of terminationpayment thereof. Upon termination To the extent permitted by law, Seller hereby irrevocably authorizes any attorney of Licensee's right any court of record to use the Equipment Area under this Agreementappear for Seller in such court, Licensor will have the rightin term time or vacation, but no obligationat any time after a default hereunder and confess judgment against Seller, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another partywithout process in favor of Purchaser, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any costs its successors or assigns, for such amount as may appear due, owing and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Areaunpaid hereunder, including together with costs of court and attorneys' fees with respect theretocollection including reasonable attorney's fees, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided waive and release all errors which may intervene in this paragraph are cumulative any such proceedings, and not consent to the exclusion of any other rights or remedies immediate execution upon such judgment, hereby ratifying and confirming all that said attorney may be available to Licensor, at law or in equity. No waiver of any default or breach do by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later timevirtue hereof.

Default and Remedies. Licensor and Licensee hereby agree that time Time is of the essence with respect to the payment by Licensee of the License Fee and any other monetary obligation of Licensee under this Agreement and the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee fails to pay , and if Xxxxx defaults in the License Fee payment of any sum due hereunder or other monetary obligation under this Agreement when due or otherwise defaults in the performance of any other Agreement or obligation herein contained or Xxxxx becomes insolvent or bankrupt or admits in writing inability to pay Xxxxx’s debts as they mature, or makes an assignment for benefit of creditors, or if bankruptcy, reorganisation, arrangement, insolvency or liquidation proceedings or other proceedings for relief under any bankruptcy law or any other law for the relief of debtors are instituted by or against Hirer or if Equipment is levied upon or is otherwise seized or taken from Hirer by or on behalf of any other person each of which events is hereby called “an event of default” then Radlink may at any time thereafter by written notice to Xxxxx immediately terminate this Agreement and/or declare the rent payable in respect of the terms, covenants and conditions unexpired term of this Agreement, Licensor may, Agreement immediately due and payable. Property in the Equipment shall at its option all times remain with Radlink and in addition an event of default Radlink after giving the Hirer seven (7) days written notice as herein provided may retake and hold possession of Equipment before, pending or after any action to recover any sums hereunder, free from all claims whatsoever by, through or under Hirer and Radlink may with or without notice and with or without legal process enter upon any premises where Equipment or any part thereof may be found recover equipment using such force as may be reasonably necessary so to do, and repossess Equipment without prejudice to any other remedies available remedy which it might have on account of Xxxxx’s default; and Radlink may as a matter of right retain all payments made hereunder and recover in full rent declared due and payable as aforesaid as well as other damages, if any, that Radlink may have sustained as a consequence of Xxxxx’s default, and neither the recovery of a judgement in such action or the collection of any portion of such rent or such damages shall be deemed inconsistent with or to waive or prevent any other right or remedy Radlink herein above provided for or referred to or existing under applicable law, terminate this Agreement. In it being understood and agreed that each and all of the event rights and remedies of such a default, all payments previously made by Licensee under Radlink in this Agreement will remain are cumulative to and not in lieu of each and every other such right and remedy. Any provision hereof prohibited by applicable law shall be ineffective to the property extent of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the right, any such prohibition but no obligation, to relicense other provisions hereof shall thereby be invalidated. Notwithstanding the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable foregoing Xxxxx agrees that where and to the remainder extent the conflicting or prohibiting provision of the Term will be applied first to any costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that applicable law may be available to Licensorwaived by Xxxxx, at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later timesuch provisions are hereby waived.

Default and Remedies. Licensor and Licensee hereby agree that time is Each of the essence with respect to the payment by Licensee of the License Fee and any other monetary obligation of Licensee following shall constitute a default under this Agreement (a “Default”): Fraud or deceit. Failure to maintain insurance coverage described herein. Contractor violation of orders or filings of a regulatory body having a material impact on Contractor’s ability to perform its obligations as required by this Agreement. Loss of Contractor’s “Organic Materials Processing Facility” Permit. Failure to perform Services as required by this Agreement for two (2) consecutive days or more or for any seven (7) days in a period of 30 days. Failure to make reasonable efforts to divert and the performance by Licensee of the terms, covenants and conditions Process Organic Materials as required in Article 3 of this Agreement. If Licensee fails Failure of Contractor to pay provide reports and/or records as provided for in this Agreement. Any act or omission by Contractor which violates the License Fee terms of this Agreement. Any false or other monetary obligation under this Agreement when due or otherwise defaults in misleading representation of Contractor. Filing of a voluntary petition for debt relief. Bankruptcy of Contractor. Contractor’s failure to provide assurance of performance. Contractor shall be given 30 days from notification by the performance of SCWMA to cure any of the terms, covenants and conditions of foregoing Defaults arising under this Agreement, Licensor mayexcept that, at if such Default is not capable of being cured within 30 days, then (a) upon prior notice by Contractor that it is invoking this provision, the cure period shall be extended for an additional 30 days, provided that Contractor diligently pursues cure, and (b) if before the end of such additional 30-day period, Contractor submits to SCWMA a plan of cure acceptable to SCWMA in its option and sole discretion, then the cure period shall be as set forth in addition to all other remedies available under applicable lawsuch plan of cure, terminate this Agreementprovided that Contractor diligently pursues such cure. In the event of such a defaultContractor’s failure to cure said Default within the aforementioned cure period, all payments previously made by Licensee under the SCWMA may, at its option, immediately terminate this Agreement will remain the property upon written notice to Contractor. This right of Licensor. Termination of Licensee's right termination is in addition to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach the SCWMA and the SCWMA’s termination of this Agreement at a later timeshall not constitute an election of remedies. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph Instead, it shall be construed as a forfeiture or waiver of in addition to any and all other legal and equitable rights and remedies the same or any other remedy at a later timeSCWMA may have.

Default and Remedies. Licensor and Licensee hereby agree that time is Each of the essence with respect to the payment by Licensee of the License Fee and any other monetary obligation of Licensee following shall constitute a default under this Agreement (a “Default”): Fraud or deceit. Failure to maintain insurance coverage described herein. Contractor violation of orders or filings of a regulatory body having a material impact on Contractor’s ability to perform its obligations as required by this Agreement. Loss of Contractor’s “Organic Materials Processing Facility” Permit. Failure to perform Services as required by this Agreement for two (2) consecutive days or more or for any seven (7) days in a period of 30 days. Failure to make reasonable efforts to divert and the performance by Licensee of the terms, covenants and conditions Process Organic Materials as required in Article 3 of this Agreement. If Licensee fails Failure of Contractor to pay provide reports and/or records as provided for in this Agreement. Any act or omission by Contractor which violates the License Fee terms of this Agreement. Any false or other monetary obligation under this Agreement when due or otherwise defaults in misleading representation of Contractor. Filing of a voluntary petition for debt relief. Bankruptcy of Contractor. Contractor’s failure to provide assurance of performance. Contractor shall be given 30 days from notification by the performance of SCWMA to cure any of the terms, covenants and conditions of foregoing Defaults arising under this Agreement, Licensor mayexcept that, at if such Default is not capable of being cured within 30 days, then (a) upon prior notice by Contractor that it is invoking this provision, the cure period shall be extended for an additional 30 days, provided that Contractor diligently pursues cure, and (b) if before the end of such additional 30-day period, Contractor submits to SCWMA a plan of cure acceptable to SCWMA in its option and sole discretion, then the cure period shall be as set forth in addition to all other remedies available under applicable lawsuch plan of cure, terminate this Agreementprovided that Contractor diligently pursues such cure. In the event of such a defaultContractor’s failure to cure said Default within the aforementioned cure period, all payments previously made by Licensee under the SCWMA may, at its option, immediately terminate this Agreement will remain the property upon written notice to Contractor. This right of Licensor. Termination of Licensee's right termination is in addition to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach the SCWMA and the SCWMA’s termination of this Agreement at a later timeshall not constitute an election of remedies. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph Instead, it shall be construed as in addition to any and all other legal and equitable rights and remedies the SCWMA may have. [SUBJECT TO MODIFICATION BASED ON SELECTED CONTRACTOR’S PROPOSAL] Segregated Commercial Food Scraps Termination. The SCWMA reserves the right to terminate processing services of segregated Commercial Food Scraps only with written notice to the Contractor of not less than ninety (90) days. CONTRACTOR’S REPRESENTATIONS AND WARRANTIES Legal Status. Contractor is a forfeiture corporation or waiver LLC organized and operating under the laws of the same or any other remedy at a later timeState of California.

Default and Remedies. Licensor and Licensee hereby agree that time is The occurrence of any one or more of the essence following events shall constitute a default ("Default") of this Agreement by Seller: (i) the failure of Seller to repurchase any Purchased Account when required pursuant to Paragraph 7 hereof; (ii) the failure of Seller to perform any other covenant or agreement contained herein; (iii) if any warranty or representation of seller made herein shall be untrue; (iv) the dissolution or termination of existence of Seller or any of Seller's guarantors hereof (Guarantor); (v) the death of any Seller or Guarantor if Seller or Guarantor shall be an individual; (vi) if Seller or Guarantor shall file or have filed against it a petition in bankruptcy or for reorganization or adjustment of its debts or if Seller or Guarantor shall make an assignment for the benefit of creditors; (vii) if a tax lien shall be filed against Seller; (viii) if a judgment shall be entered against Seller which is not promptly satisfied or if a levy or attachment shall be filed against Seller or its property; (ix) if the ratio of Indebtedness divided by Eligible Purchased Accounts is, at any time, in excess of the Maximum Advance Rate; (x) if the Indebtedness exceeds the Maximum Indebtedness; and/or (xi) if Purchaser shall deem itself insecure for any reason whatsoever. In the event a Default shall occur: i) Purchaser shall have the right to require Seller to immediately repurchase all of the Purchased Accounts for an amount equal to the Indebtedness then owed by Seller to Purchaser plus all Charges and other amounts due Purchaser; ii) Seller shall pay to Purchaser all other damages, costs and losses caused to it by reason of such Default, including, but not limited to reasonable attorneys' fees, court costs, other collection expenses and all other expenses and costs incurred or paid by Purchaser to obtain performance or to enforce any covenant or agreement of Seller hereunder; and iii) Purchaser shall have the right to enforce all rights which it may have with respect to the payment security interest granted to it pursuant to this agreement and specifically, but not by Licensee way of the License Fee and any other monetary obligation limitation, to notify all Account Debtors of Licensee under this Agreement and the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee fails to pay the License Fee or other monetary obligation under this Agreement when due or otherwise defaults in the performance of any of the terms, covenants and conditions of this Agreement, Licensor may, at its option and in addition to all other remedies available under applicable law, terminate this Agreement. In the event of such a default, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of LicenseeSeller's right to use the Equipment Area under this Agreement will not affect Licensee's obligation Accounts to make all License Fee payments coming directly to Purchaser, to notify and require the U.S. Post Office to deliver Seller's mail to Purchaser, and to open Seller's mail and take and endorse for deposit in the name of Seller all payments received upon any of Seller's Accounts and to deposit same for benefit of Purchaser. In addition to the Charges in Paragraph 3 above, Seller shall pay Purchaser a late payment charge equal to eighteen per cent (18%) per annum of any amounts not paid when due after to the date of terminationpayment thereof. Upon termination To the extent permitted by law, Seller hereby irrevocably authorizes any attorney of Licensee's right any court of record to use the Equipment Area under this Agreementappear for Seller in such court, Licensor will have the rightin term time or vacation, but no obligationat any time after a default hereunder and confess judgment against Seller, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another partywithout process in favor of Purchaser, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any costs its successors or assigns, for such amount as may appear due, owing and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Areaunpaid hereunder, including together with costs of court and attorneys' fees with respect theretocollection including reasonable attorney's fees, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided waive and release all errors which may intervene in this paragraph are cumulative any such proceedings, and not consent to the exclusion of any other rights or remedies immediate execution upon such judgment, hereby ratifying and confirming all that said attorney may be available to Licensor, at law or in equity. No waiver of any default or breach do by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later timevirtue hereof.

Default and Remedies. Licensor and Licensee hereby agree that time is of the essence with respect to the payment by Licensee of the License Fee and any other monetary obligation of Licensee under this Agreement and the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee fails to pay the License Fee or other monetary obligation under this Agreement when due or otherwise defaults in the performance of any of the terms, covenants and conditions of this Agreement, Licensor may, at its option and in addition to all other remedies available under applicable law, terminate this Agreement. (a) In the event of such a default, all payments previously made by Licensee under this Agreement will remain the property (a) any failure of Licensor. Termination of Licensee's right Sublessee to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, pay any License Fee received from the other party applicable to the remainder rental or of the Term will charges due hereunder when due, which failure continues for five (5) business days after receipt of written notice from Sublessor, or (b) any failure to operate its business pursuant to Section 8 for the purpose specified in Section 7 hereof, or if Sublessee shall permit this Sublease to be applied first taken under any writ of execution, (c) the filing by Sublessee of a petition seeking relief under the Bankruptcy Code or state insolvency statute, or the appointment of a trustee or receiver for Sublessee, or (d) any failure to perform any costs and expenses incurred in attempting to enforce other of the material terms, conditions or covenants of this Sublease Agreement or in relicensing the Equipment AreaLease to be observed or performed by Sublessee, including costs after Sublessor provides Sublessee notice under the provision of court and attorneys' fees with respect theretoSection 13 (d) of the Lease, and or (e) any material default under any other obligation of Sublessee hereunder, then to Sublessor, or its successors or assigns, as the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any case may be, besides other rights or remedies that it may be available have, shall have the right to Licensordeclare this Sublease terminated and the Term ended (in which event, at law or this Sublease and the Term hereof shall expire, cease and terminate with the same force and effect as though the date set forth in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in required notice were the exercise of any remedy provided date originally set forth herein and fixed for in this paragraph shall be construed as a forfeiture or waiver the expiration of the same Term, and Sublessee shall vacate and surrender the Sublet Premises but shall remain liable for all obligations arising during the balance of the original stated Term as hereafter provided as if this Sublease had remained in full force and effect) and Sublessor shall have the right to bring a special proceeding to recover possession from Sublessee holding over and/or Sublessor may, in any of such events, without notice, pursuant to applicable legal process re-enter the Sublet Premises either by force or otherwise, and dispossess, by summary proceedings or otherwise, Sublessee and the legal representative of Sublessee or of the occupancy of the Sublet Premises and remove Sublessee’s effects and hold the Sublet Premises as if this Sublease had not been made. Sublessee hereby waives the service of notice of intention to re-enter or any other remedy at notice otherwise provided by law, it being agreed that this Sublease constitutes notice to Sublessee, or to institute legal proceedings to that end. Sublessee further waives any right under any present or future law to redeem the Sublet Premises after entry of a later timejudgment in favor of Sublessor.

Default and Remedies. Licensor An Event of Default shall be deemed to have occurred hereunder and Licensee hereby agree that time is of the essence Factor may immediately exercise its rights and remedies with respect to the payment by Licensee of the License Fee and any other monetary obligation of Licensee under this Agreement Purchased Accounts and the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee fails to pay the License Fee or other monetary obligation Collateral under this Agreement when due or otherwise defaults in the performance of any of the terms, covenants and conditions of this Agreement, Licensor mayupon the happening of one or more of the following: (a) Seller shall fail to pay as and when due any amount owed to Factor within 10 days of receipt of written notice; (b) There shall be commenced by or against Seller any voluntary or involuntary case under the Federal Bankruptcy Code, or any assignment for the benefit of creditors, or appointment of a receiver or custodian, which shall not have been cured within thirty days; (c) Any involuntary lien, garnishment, attachment or the like shall be issued against or shall attach to the Purchased Accounts, the Collateral or any portion thereof and the same is not released within thirty (30) days; (d) Seller suffers the entry against it for a final judgment for the payment of money in excess of $10,000.00, unless the same is discharged within thirty (30) days after the date of entry thereof or an appeal or appropriate proceeding for review thereof is taken within such periods and a stay of execution pending such appeal is obtained; (e) Seller shall breach any material covenant, warranty or representation set forth herein or same shall be untrue when made; (f) Any report, certificate, schedule, financial statement, profit and loss statement or other statement furnished by Seller, or by any other person on behalf of Seller, to Factor is not true and correct in any material respect; (g) Seller shall have a federal or state tax lien filed against any of its properties, or shall fail to pay any federal or state tax when due, or shall fail to file any federal or state tax form as and when due, and such payment is not made within 30 days of receipt of notice; or (h) A material adverse change shall have occurred in Seller’s financial conditions, business or operations as such conditions, business and operations exist as of the date hereof. Upon an Event of Default, all obligations due Factor shall become immediately due and owing and Factor shall be entitled to equitable relief without having to establish no adequate remedy at law or other grounds except that its option and in addition collateral is subject to all other remedies being dissipated or is otherwise not being made available under applicable law, terminate this Agreementto Factor. In the event Factor deems it necessary to seek equitable relief, including, but not limited to, injunctive or receivership remedies, as a result of and Event of Default, Seller waives any requirement that Factor post or otherwise obtain or procure any bond. Alternatively, in the event Factor, in its sole and exclusive discretion, desires to procure and post a bond, Factor may procure and file with the court a bond in an amount up to and not greater than $10,000.00 notwithstanding any common or statutory law requirement to the contrary. Upon Factor’s posting of such a defaultbond it shall be entitled to all benefits as if such bond was posted in compliance with state law. Seller also waives any right it may be entitled to, all payments previously made by Licensee under this Agreement will remain the property including an award of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreementattorney’s fees or costs, Licensor will have the right, but no obligation, to relicense the Equipment Area to another party. In in the event any equitable relief sought by and awarded to Factor is thereafter, for whatever reason(s), vacated, dissolved or reversed. All post-judgment interest shall bear interest at either the Equipment Area is licensed by Licensor to another partycontract rate, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any costs and expenses incurred in attempting to enforce this Agreement 10% per annum or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that such higher rate as may be available to Licensor, at law or in equity. No waiver of any default or breach allowed by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later timelaw.

Default and Remedies. Licensor and Licensee hereby agree that time is 22.01 If TENANT shall default in payment of the essence with respect to the payment by Licensee of the License Fee and any other monetary obligation of Licensee under this Agreement and the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee fails to pay the License Fee rent or other monetary obligation under this Agreement when sum of money becoming due hereunder for a period of five (5) days after notice of such default has been given to TENANT, or otherwise defaults if TENANT shall default in the performance of any other Covenant of this LEASE and does not remedy such default within ten (10) days after written notice thereof or does not within such ten (10) days commence such act or acts as shall be necessary to remedy such default and complete such act or acts promptly, or if TENANT shall be adjudicated as bankrupt, or file in any court a petition in bankruptcy, or file or have filed against it a petition for the appointment of a receiver or trustee for all or substantially all of the termsassets of TENANT, covenants or make an assignment for the benefit of creditors, or if TENANT shall vacate or abandon the PREMISES or any substantial part thereof, or suffer the LEASE or the PREMISES, or any substantial part thereof, to be taken or encumbered under any legal process and such taking or encumbrance is not dissolved within fifteen (15) days, then in any of such events LANDLORD shall have all of the rights and remedies permitted by law including, but not limited to, the right to evict TENANT by summary proceedings and the right and option to remove all persons and property from the PREMISES and dispose of or store such property as it sees fit, all in accordance with applicable legal process. Following a default by TENANT, LANDLORD may either terminate this LEASE, or it may terminate TENANT's right to possession of the PREMISES, and re-enter the PREMISES, make such repairs and alterations as are necessary to relet the PREMISES, and relet the PREMISES for such terms and at such rent and upon such other terms and conditions of this Agreement, Licensor may, at its option and in addition as LANDLORD may deem advisable. No re-entry by LANDLORD shall be construed as an election to all other remedies available under applicable law, terminate this AgreementLEASE unless a written notice of termination is given by LANDLORD to TENANT. In the event of such a default, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon any termination of Licensee's right to use this LEASE, LANDLORD may recover from TENANT all damages resulting from the Equipment Area under this Agreementbreach, Licensor will have the rightincluding, but no obligationnot limited to, to relicense the Equipment Area to another party. In present value of the event difference between: (1) the Equipment Area is licensed Base Monthly Rent and other sums that would be payable by Licensor to another party, any License Fee received from the other party applicable to TENANT for the remainder of the Term will term of this LEASE; and (2) the reasonable rental value of the PREMISES for the remainder of the term of this LEASE. If LANDLORD re-enters the PREMISES without terminating this LEASE, TENANT shall remain liable for the payment of Base Monthly Rent and other sums payable under this LEASE as and when they come due, but shall be applied first entitled to any costs and a credit equal to the amounts actually received by LANDLORD from reletting the PREMISES (net of LANDLORD's expenses incurred in attempting to enforce this Agreement or in relicensing recovering possession of and reletting the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later timePREMISES).

Default and Remedies. Licensor and Licensee hereby agree that time is The violation of the essence with respect to the payment by Licensee any provision of the License Fee and any other monetary obligation of Licensee under this Agreement and by the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee fails to pay the License Fee or other monetary obligation Mortgagor shall be a default under this Agreement when due or otherwise defaults in the performance of any of the terms, covenants and conditions of this Agreement, Licensor maythe Mortgage and the Section 1602 Mortgage. The Authority may give written notice of such default to the Mortgagor, at its option and by registered or certified mail, addressed to the address stated in addition to all other remedies available under applicable law, terminate this Agreement, or such other address as may subsequently, upon appropriate written notice thereof to the Authority, be designated by the Mortgagor as its legal business address. In If the default is not corrected to the satisfaction of an Authorized Officer of the Authority within 30 days after the day such notice is mailed or within such further time as an Authorized Officer of the Authority reasonably determines is necessary to correct the default, without further notice the Authority may avail itself of any remedy provided in the Mortgage, the Section 1602 Mortgage or other document executed in connection with the Mortgage Loan or the Section 1602 Loan, or any other remedy it may have at law or in equity in the event of such a default. The Authority's remedies shall include the right to apply to any court, all payments previously made by Licensee State or Federal, for the specific performance of the covenants and agreements contained in this Agreement; for an injunction against any violation of such covenants and agreements; for the appointment of a receiver to take over and operate the Development; or for such other relief as may be appropriate, since the injury to the Authority arising from any default under this Agreement will remain would be irreparable and the property amount of Licensordamage difficult to ascertain. Termination Despite anything in the foregoing to the contrary, the Authority may take possession of Licenseethe Development, bring any action necessary to enforce the rights of the Mortgagor growing out of the Development's operation, and collect the rents and operate the Development in accordance with the terms of this Agreement until such time as the Authority in its discretion, determines that the Mortgagor is again in a position to operate the Development in accordance with the terms of this Agreement and in compliance with the requirements of the Mortgage Note and Mortgage evidencing and securing the Mortgage Loan or the Section 1602 Mortgage Note and Section 1602 Mortgage, securing the Section 1602 Loan. The Authority's election to pursue any one or more of the above remedies shall not be construed to preclude or be a waiver of the Authority's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date pursue any of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable remedies with respect to the remainder of the Term will be applied first default for which such remedy was pursued or with respect to any costs and expenses incurred in attempting default prior or subsequent to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later timesuch remedy.

Default and Remedies. Licensor and Licensee hereby agree that time is The occurrence of any of the essence following shall constitute a default by Buyer: failure to make any payment when due; failure to comply with respect or perform any provision of this Agreement; false or misleading representations or warranties made or given by Buyer; assertion of any lien, levy or other judicial process against the Equipment or diminishment or impairment of Buyer’s rights in or to the payment by Licensee Equipment; voluntary or involuntary commencement of any proceeding under which Buyer is subjected to or seeks relief under any bankruptcy, insolvency or receivership proceeding; any act of Buyer which results in the substantial reduction in the value of the License Fee and Equipment or imperils the prospect of full performance or satisfaction of Buyer’s obligations hereunder; any modification to the Equipment without Seller’s written consent; if Buyer sells, encumbers or otherwise disposes of the Equipment while title thereto remains in Seller; or if Buyer is in default of any other monetary obligation to Seller or any company affiliated with Seller. Upon any default by Buyer, and at the option of Licensee Seller, all sums payable under this Agreement and any other amount due Seller shall immediately become due and payable in full without notice or demand to Buyer and Seller shall have all the performance rights, remedies and privileges as are accorded to Seller by Licensee law including, without limitation, those pertaining to repossession, retention and sale of the termsEquipment and disposition of the proceeds. In addition, covenants Seller may also enter, with or without legal process, into or upon the premises where the Equipment or any part thereof may be located and conditions take possession of this Agreementthe Equipment, or render it unusable, or dispose of the Equipment (in such event Buyer agrees not to resist or interfere with Seller’s actions); or require Buyer to make the Equipment available to Seller at a place reasonably designated by Seller to enable Seller to dispose of the Equipment. If Licensee fails Seller exercises its option to retake the Equipment, it may resell the Equipment at public or private sale. The proceeds of sale shall be applied as follows: first to reimburse Seller for the fees, costs and expenses incurred, including reasonable counsel fees; next to pay Seller the License Fee or other monetary obligation under this Agreement when due or otherwise defaults in the performance of any unpaid balance of the termspurchase price or any other amount due Seller; and the surplus, covenants if any, shall be paid to Buyer. Buyer shall remain liable to Seller for any deficiency. Seller shall be entitled to recover reasonable attorneys’ fees and conditions of this Agreement, Licensor may, at its option and in addition to all other remedies available under applicable lawfees, terminate this Agreement. In the event of such a default, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any costs and expenses incurred by Seller if Buyer defaults or Seller is successful in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach defending a claim asserted by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later timeBuyer.

Default and Remedies. Licensor and Licensee hereby agree that time is In the event of the essence with respect to the payment by Licensee of the License Fee and any other monetary obligation of Licensee under this Agreement and the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee fails to pay the License Fee or other monetary obligation under this Agreement when due or otherwise defaults Purchaser's default in the performance of any of the termsobligation or covenant under this Agreement prior to Closing or which prevents Closing from taking place as provided herein, covenants and conditions of this Agreement, Licensor may, at its option and in addition Seller may elect to all other remedies available under applicable law, terminate this AgreementAgreement by written notice to Purchaser and retain all monies paid by Purchaser to Seller hereunder as Seller's full and complete liquidated damages for such default, the parties hereby acknowledging and agreeing that the amount of Seller's actual damages in such circumstance would be difficult, if not impossible, to determine. The parties further agree that such amount is a reasonable estimate of damages and is not a penalty. In the event of such a default, all payments previously made by Licensee under this Agreement will remain Purchaser's default in the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion performance of any other rights obligation or covenant hereunder after Closing has taken place, Seller may avail itself of any and all remedies that may be available to Licensor, it at law or in equity. No waiver If Seller defaults under this Agreement prior to Closing, Purchaser may terminate this Agreement by written notice to Seller, whereupon Seller shall refund to Purchaser all monies paid by Purchaser to Seller under this Agreement, along with additional damages in the amount of three percent (3%) of all monies paid by Purchaser to Seller under this Agreement as full and complete liquidated damages for such default, and the parties shall be relieved of any further obligations hereunder. The parties acknowledge and agree that the amount of Purchaser's actual damages in such circumstance would be difficult, if not impossible, to determine and that the above amount is a reasonable estimate of damages and is not a penalty. If Seller defaults under this Agreement after Closing, Purchaser may avail itself of any and all remedies available to it at law. In any court action between the parties hereto occasioned by a default or breach by Licensee hereunder hereunder, the prevailing party shall be construed entitled to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor collect its reasonable attorney's fees actually incurred in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of action from the same or any other remedy at a later timenon-prevailing party.

Default and Remedies. Licensor (a) Seller and Licensee Purchaser hereby agree that time is in the event that Seller shall have failed in any material respect on the Closing Date to have performed any of the essence with covenants and agreements contained in this Agreement which are to be performed by Seller on or before the Closing Date, any representation or warranty of Seller herein was untrue in any material respect when made, or Seller shall have caused any representation or warranty to become untrue in any material respect between the payment by Licensee date of the License Fee and any other monetary obligation of Licensee under this Agreement and the performance by Licensee Closing, then either (1) Purchaser may terminate this Agreement and be entitled to a return of the termsDeposit and Seller shall be liable to reimburse Purchaser its actual documented out-of-pocket due diligence expenses, covenants including reasonable legal fees, not to exceed $25,000.00, or (2) Purchaser may waive such default or failure of condition, and conditions proceed to close the transaction, in which event Purchaser shall have the right of this Agreement. If Licensee fails specific performance to pay compel Seller to fulfill its obligation to sell the License Fee or other monetary obligation Property under this Agreement when due or otherwise defaults in the performance of any of the terms, covenants terms and conditions of this Agreement, Licensor maybut Seller shall not be liable for any other fees or expenses of Purchaser, at its option including any reasonable legal fees or expenses, court costs, or out-of-pocket due diligence expenses, except for any legal fees and expenses incurred by Purchaser in addition to all other remedies available under applicable law, terminate obtaining specific performance of this Agreement. In Purchaser’s election of one of the two remedies set forth in this Section 14(a) shall be Purchaser’s sole remedy in the event of such a defaultdefault by Seller hereunder, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's and Purchaser shall have no right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of pursue any other rights damages from Seller, whether characterized as general or remedies that may be available to Licensorspecific damages, at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same compensatory damages, consequential damages, or any other remedy at a later timeform of money damages.

Default and Remedies. Licensor and Licensee hereby agree that time is In the event the Grantee violates any of the essence terms of this Agreement, including a failure to achieve the expenditure and completion deadlines set forth in Exhibit B by March 31, 2024, the Authority's remedies shall include the right to apply to any court, State or Federal, for the specific performance of the covenants and agreements contained in this Agreement; for an injunction against any violation of such covenants and agreements; for the appointment of a receiver to take over and operate any properties assisted with the Grant; or for such other relief as may be appropriate, since the injury to the Authority arising from any default under this Agreement would be irreparable and the amount of damage difficult to ascertain. The Authority may also withhold payments, disallow costs, suspend or terminate the Grant, or initiate suspension or debarment proceedings, withhold further awards, or seek any other remedies that may be available. Notwithstanding the forgiveness provisions of Section 4, if the Grantee constructs the modular unit in a non-Qualifying Community, or if the Grantee fails to sell the modular unit to a family who uses the modular unit as its principal residence, then the entire Grant shall become immediately due and repayable, plus simple interest at the rate of three percent (3%) per annum from and after the date of each advance. If the Authority terminates the Grant, the Authority will have no further commitment for funding the Grant. The Authority's election to pursue any one or more of the above remedies shall not be construed to preclude or be a waiver of the Authority's right to pursue any of the other remedies with respect to the payment by Licensee default for which such remedy was pursued or with respect to any default prior or subsequent to such remedy. The Authority agrees that it will not employ any remedy available to it until the Grantee has failed to cure any default within thirty (30) days of receipt of written notice of the License Fee and any other monetary obligation of Licensee under this Agreement and the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee fails to pay the License Fee or other monetary obligation under this Agreement when due or otherwise defaults in the performance of any of the terms, covenants and conditions of this Agreement, Licensor may, at its option and in addition to all other remedies available under applicable law, terminate this Agreement. In the event of such a default, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later time.

Default and Remedies. Licensor and Licensee hereby agree that time is of the essence with respect 8.1 Notwithstanding anything to the contrary contained in this Agreement, if Seller fails to perform any of its obligations or agreements contained herein prior to Closing in accordance with the terms of this Agreement and fails to cure such default within five (5) business days following written notice thereof from Purchaser, then, as Purchaser’s sole and exclusive remedy, Purchaser shall elect either: (i) to terminate this Agreement, in which event, the Title Company shall immediately return the Exxxxxx Money to Purchaser, and, Seller shall within 10 days after receipt of a reasonably detailed statement therefor from Purchaser, together with reasonable supporting documentation evidencing such costs and expenses, reimburse to Purchaser all third party out of pocket costs and expenses incurred by Purchaser in connection with the Transaction, up to a maximum of $30,000.00, including reasonable legal fees and due diligence expenses, and upon such termination and payment by Licensee of the License Fee and such reimbursement, neither party shall have any other monetary obligation of Licensee further rights, liabilities or obligations under this Agreement and the (except for those that expressly survive termination), or (ii) to enforce specific performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee fails to pay the License Fee or other monetary obligation under this Agreement when due or otherwise defaults in the performance of any of the terms, covenants and conditions of this Agreement, Licensor mayprovided that any suit for specific performance must be brought within thirty (30) days after Seller’s default, at failing which, Purchaser shall be deemed to have waived its option and in addition right to all other remedies available under applicable specific performance to the maximum extent permitted by law, terminate this Agreement. In the event specific performance is not available to Purchaser because Seller has sold, transferred, or otherwise conveyed the Property to a bona fide third party in breach of such a default, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the rightthen, but no obligation, to relicense the Equipment Area to another party. In in the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach termination of this Agreement at by Purchaser, in addition to the return of the Exxxxxx Money to Purchaser and payment of such reimbursement amount as aforesaid up to a later time. No failure or delay maximum of $30,000.00, Seller shall, within five (5) business days thereafter, pay to Purchaser, as liquidated damages and not as a penalty, an amount equal to the amount of the Exxxxxx Money, the same being deemed Purchaser’s damages on account thereof, the exact amount of damages to be suffered by Licensor in the exercise Purchaser on account of any remedy provided for in this paragraph shall be construed as such default being difficult if not impossible to ascertain and Purchaser and Seller agreeing that such amount is a forfeiture or waiver reasonable approximation of the same or any other remedy at a later timedamages to be suffered by Purchaser on account thereof.

Default and Remedies. Licensor and Licensee hereby agree that time is (a) OPTIONEE'S DEFAULT/NB 3's REMEDIES. In the event of the essence with respect to the payment by Licensee of the License Fee and any other monetary obligation of Licensee under this Agreement and the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee fails to pay the License Fee or other monetary obligation under this Agreement when due or otherwise defaults Optionee's default in the performance of any of the terms, covenants and conditions of this Agreement, Licensor may, at its option and in addition to all other remedies available under applicable law, terminate this Agreement. In the event of such a default, all payments previously made by Licensee obligation or covenant under this Agreement will remain prior to Optionee's effective exercise of the property of Licensor. Termination of Licensee's right to use the Equipment Area under Option, NB may terminate this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion further avail itself of any other rights or and all remedies that may be available to Licensor, it at law or in equity. No waiver In the event of Optionee's default in the performance of any default obligation or breach by Licensee hereunder covenant under this Agreement after Optionee's exercise of the Option and which causes Closing not to take place in accordance with this Agreement, NB 3 shall be construed released from any obligation to sell or otherwise convey the Property to Optionee, and NB 3 shall be a waiver entitled to retain the Deposit paid by Optionee under this Agreement, including all accrued interest, as liquidated damages for such default. In the event of Optionee's default in the performance of Optionee's obligations under this Agreement which does not prevent Closing from occurring, or release of any other default obligation or breach covenant of Optionee under this Agreement at a later time. No failure or delay by Licensor in after the exercise Closing Date, NB 3 may avail itself of any remedy provided for and all remedies available to it at law or in equity. NB 3 shall have no right to seek punitive damages from Optionee by reason of a default hereunder, and NB 3 hereby expressly waives any such right. Without limiting the foregoing, the occurrence of an "Event of Default" under that certain Mortgage, Security Agreement and Financing Statement dated as of August 5, 2003, recorded at the Bureau and also at the Land Court (the "Lot 4 Mortgage"), shall constitute a default by Optionee under this paragraph shall be construed as a forfeiture or waiver Agreement, and NB 3 may, in addition to, but not to the exclusion of, all other rights and remedies of NB 3 under this Agreement and all other rights and remedies of the same Lot 4 Seller under the Lot 4 Mortgage, terminate the Option and this Agreement, after which Optionee shall have no further or any other remedy at a later timecontinuing rights hereunder.

Default and Remedies. Licensor and Licensee hereby agree that time is The violation of the essence with respect to the payment by Licensee any provision of the License Fee and any other monetary obligation of Licensee under this Agreement and by the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee fails to pay the License Fee or other monetary obligation Mortgagor shall be a default under this Agreement when due or otherwise defaults in the performance of any of the terms, covenants and conditions of this Agreement, Licensor maythe Mortgage and the TCAP Mortgage. The Authority may give written notice of such default to the Mortgagor, at its option and by registered or certified mail, addressed to the address stated in addition to all other remedies available under applicable law, terminate this Agreement, or such other address as may subsequently, upon appropriate written notice thereof to the Authority, be designated by the Mortgagor as its legal business address. In If the default is not corrected to the satisfaction of an Authorized Officer of the Authority within 30 days after the day such notice is mailed or within such further time as an Authorized Officer of the Authority reasonably determines is necessary to correct the default, without further notice the Authority may avail itself of any remedy provided in the Mortgage, the TCAP Mortgage or other document executed in connection with the Mortgage Loan or the TCAP Loan, or any other remedy it may have at law or in equity in the event of such a default. The Authority's remedies shall include the right to, all payments previously made by Licensee and in the case the Mortgagor violates the provisions of Sections 2, 3, 16, 17, 18, 19, 24, 25, 31, 32, 35 or 39 of this Agreement, the LIHTC or TCAP Regulations and other LIHTC or TCAP requirements the Authority shall, apply to any court, State or Federal, for the specific performance of the covenants and agreements contained in this Agreement; for an injunction against any violation of such covenants and agreements; for the appointment of a receiver to take over and operate the Development; or for such other relief as may be appropriate, since the injury to the Authority arising from any default under this Agreement will remain would be irreparable and the property amount of Licensordamage difficult to ascertain. Termination Despite anything in the foregoing to the contrary, the Authority may take possession of Licenseethe Development, bring any action necessary to enforce the rights of the Mortgagor growing out of the Development's operation, and collect the rents and operate the Development in accordance with the terms of this Agreement until such time as the Authority in its discretion, determines that the Mortgagor is again in a position to operate the Development in accordance with the terms of this Agreement and in compliance with the requirements of the Mortgage Note and Mortgage evidencing and securing the Mortgage Loan or the TCAP Mortgage Note and TCAP Mortgage, securing the TCAP Loan. Further, in the event that the Mortgagor becomes subject to the recapture provisions set forth in Section 30 hereof, the Authority may exercise remedy provided in the TCAP Mortgage or other document executed in connection with the TCAP Loan, or any other remedy it may have at law or in equity in the effectuate such recapture. The Authority's election to pursue any one or more of the above remedies shall not be construed to preclude or be a waiver of the Authority's right to use pursue any of the Equipment Area under other remedies with respect to the default for which such remedy was pursued or with respect to any default prior or subsequent to such remedy. If the Mortgagor should violate the provisions of Sections 2, 3, 16, 17, 18, 19, 24, 25, 31, 32, 35 or 39 of this Agreement will not affect Licensee's obligation HUD or any resident in the Development, may give written notice of such default to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right Mortgagor, by registered or certified mail, addressed to use the Equipment Area under address stated in this Agreement, Licensor will have or such other address as may subsequently, be designated by the right, but no obligationMortgagor as its legal business address. A copy of all such notices must also be sent to the Authority, to relicense the Equipment Area to another party. In address stated in this Agreement, or such other address as may subsequently, be designated by the event Authority as its legal business address If the Equipment Area default is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then not corrected to the satisfaction of Licensee's obligations under this Agreement. The remedies provided HUD or the resident in this paragraph are cumulative and not the Development sending such notice of default, within 30 days after the day such notice is mailed or within such further time as HUD or the resident in the Development, sending such notice of default reasonably determines is necessary to correct the default, HUD or the resident in the Development, sending such notice of default, upon further notice to the exclusion of Mortgagor and Authority may seek any other rights or remedies that remedy it may be available to Licensor, have at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor equity in the exercise event of such a default. Such remedies shall include the right to apply to any remedy provided court, State or Federal, for the specific performance of the covenants and agreements contained in this paragraph shall Agreement; for an injunction against any violation of such covenants and agreements; or for such other relief as may be construed as a forfeiture or waiver of the same or any other remedy at a later timeappropriate.

Default and Remedies. Licensor If Lessee shall default in making any payment when due or if Lessee fails to comply with any other provision of this rental/lease agreement and Licensee hereby agree such default shall continue for five (5) days after written notice to Lessee by Lessor, or if Lessee becomes insolvent or makes an assignment for the benefit of creditors, or if any proceeding in bankruptcy, receivership, or insolvency shall be commenced by or against Lessee or its property, or if Lessee shall have made or intends to make a bulk transfer of Equipment or inventory, or if the Lessee's financial condition shall adversely change, or if the Lessee shall undergo any change so that time in the Lessor's sole opinion Lessor’s risk is of materially increased, or if Lessee has breached any other rental/lease agreement between Lessor and Lessee, then Lessor may at its option, with or without terminating this rental/lease agreement, repossess the essence Equipment with or without demand or notice to the Lessee, and without court proceeding, and Lessee waives any and all claims against Lessor with respect to the payment by Licensee of the License Fee and any other monetary obligation of Licensee under this Agreement and the performance by Licensee of the terms, covenants and conditions of this Agreementsuch retaking. If Licensee fails to pay the License Fee or other monetary obligation under this Agreement when due or otherwise defaults in the performance of any of the terms, covenants and conditions of this Agreement, Licensor may, at its option and in addition to all other remedies available under applicable law, terminate this Agreement. In the event of such a Upon Lessee's default, the total payments contracted for hereunder shall immediately become due and payable together with all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any costs and expenses incurred set forth in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then Paragraphs 14 & 15. In addition to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of foregoing, Lessor may pursue any other rights or remedies that may be remedy available to Licensor, it at law or in equity. No waiver of LATE CHARGES AND INTEREST: If Lessee fails to make any default or breach payment required by Licensee hereunder this rental/lease agreement when due, Lessee shall pay to Lessor interest on such delinquent payment from the due date until paid. The interest rate shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor the maximum lawful contract rate allowable in the exercise jurisdiction where the Lessee’s principal place of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later timebusiness is located but will not exceed eighteen percent (18%) per annum.

Default and Remedies. Licensor and Licensee hereby agree that time is of the essence with respect If Tenant shall fail to the payment by Licensee of the License Fee and pay either Base Rent or Additional Rent when due, or any other monetary obligation sums of Licensee under this Agreement and the performance by Licensee money becoming due hereunder within ten (10) days of the termswritten notice, covenants and conditions of this Agreement. If Licensee fails to pay the License Fee or other monetary obligation under this Agreement when due or otherwise defaults if Tenant shall default in the performance of any of the other terms, conditions, or covenants and conditions of contained in this AgreementLease within thirty (30) days after written notice thereof or does not, Licensor maywithin such thirty (30) days, at its option and in addition commence such act or acts as shall be necessary to all other remedies available under applicable law, terminate this Agreement. In the event of such remedy a default, which is not curable within said thirty (30) days for reasons beyond the control of Tenant, and shall not complete such act or acts within sixty (60) days after written notice, or if Tenant shall become bankrupt or insolvent, or file any debtor proceedings, or file in any court pursuant to any statute, either of the United States or any state a petition in bankruptcy or insolvency or for reorganization, or file or have filed against it a petition for the appointment of a receiver or trustee for substantially all payments previously made by Licensee of the assets of Tenant, or if Tenant makes an assignment for the benefit of creditors, or petitions for or enters into an arrangement with its creditors, or if Tenant shall abandon the Premises or suffer the Lease to be taken under this Agreement will remain any writ of execution and such writ is not vacated or set aside within fifteen (15) days, an event of default shall have occurred. Without terminating the property of Licensor. Termination of Licensee's Lease, and with a Court Order, Landlord shall have the right to use re-enter and take possession of the Equipment Area Premises or any part thereof and repossess the same and expel the Tenant and those claiming through or under this Agreement will not affect Licensee's obligation the Tenant and remove the effects of both or either with force, if necessary, without being deemed guilty in trespass or of a forcible entry or detainer and without prejudice to make all License Fee payments coming due after the date any remedies for arrears of termination. Upon termination rent or preceding breach of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another partycovenants. In such event, the event Landlord shall be entitled to recover from the Equipment Area is licensed Tenant all damages incurred by Licensor the Landlord by reason of the Tenant's default, including but not limited to another partythe cost of recovering possession of the Premises, expenses of reletting including necessary repair of any damages to the Premises, reasonable attorneys' fees, any License Fee received from real estate commission actually paid, the other party applicable to worth at the remainder time of the unpaid Base Rent for the balance of the Term. If Landlord should take possession pursuant to legal proceedings, it may either terminate this Lease or it may from time to time without terminating this Lease, relet the Premises for such Term will and at such rentals and upon such other terms and conditions as the Landlord may deem advisable. If such reletting shall yield rentals insufficient for any month to pay the rental due by Tenant hereunder for that month, Tenant shall be applied first liable to any costs Landlord for the deficiency and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may same shall be available to Licensor, at law or in equitypaid monthly. No waiver such re-entry or taking possession of any default or breach the Premises by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph Landlord shall be construed as an election to terminate this Lease unless written notice of such intention be given by the Landlord to the Tenant at the time of such re-entry; but, not withstanding any such re-entry and reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach. If as a forfeiture result of Tenant's default hereunder, Landlord shall institute legal proceedings for the enforcement of Tenant's obligations, Tenant shall pay all costs incurred by Landlord, including reasonable attorneys' fees. Landlord may relet all or waiver any part of the same Premises for all or any other remedy at a later time.part of the unexpired portion of the Term of this Lease or for any longer period. Landlord may accept any rental then obtainable, grant any concessions of rent, and make any repairs of damage to the Premises for any new Tenant, as Landlord may deem advisable

Default and Remedies. Licensor and Licensee hereby agree that time is of the essence with respect (a) If prior to the payment by Licensee of the License Fee and or at Closing, Seller shall have failed to perform in any other monetary obligation of Licensee under this Agreement and the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee fails to pay the License Fee or other monetary obligation under this Agreement when due or otherwise defaults in the performance of material respects any of the termscovenants and/or agreements contained herein which are to be performed by Seller, covenants or if any warranty or representation made by Seller herein is not true and conditions correct in all material respects, Buyer may seek specific performance of this AgreementAgreement or may bring suit for damages against Seller; provided, Licensor mayhowever, at its option and in addition that any suit for damages brought by Buyer shall be limited to all other remedies available under applicable law, terminate this Agreement. In the event recovery of such a default, all payments previously made by Licensee under this Agreement will remain the property Buyer's actual out of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any pocket costs and expenses incurred by Buyer in attempting pursuit of the transactions contemplated hereby. Any such suit for specific performance or damages must be filed within the earlier of (i) ninety (90) days from and after the date Buyer has actual knowledge of any material misrepresentation or failure of warranty and (ii) one (1) year following Seller's breach or shall be deemed waived for all purposes. Notwithstanding the foregoing, absent independent arrangements between Buyer and Seller, Buyer shall not be entitled to enforce this Agreement seek redress against Seller following the Closing for breaches of representations and warranties that occurred prior to or at Closing, if such breach(es) or the facts underlying such breach(es) were known at the time of Closing by Buyer. With respect to any breach of a representation or warranty of and by Seller which is not known by Buyer at Closing, Buyer shall be entitled, in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then addition to the satisfaction foregoing remedies, to be indemnified and held harmless from and against the aggregate of Licensee's obligations under all expenses, losses, costs, deficiencies, liabilities and damages (including, without limitation, related counsel and paralegal fees and expenses) incurred by Buyer and resulting from or arising out of such breach of a representation or warranty made by Seller in or pursuant to this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later time.

Default and Remedies. Licensor and Licensee hereby agree that time is of the essence with respect A. Notwithstanding anything to the payment by Licensee of the License Fee and any other monetary obligation of Licensee under this Agreement and the performance by Licensee of the terms, covenants and conditions of contrary contained in this Agreement. If Licensee fails to pay the License Fee or other monetary obligation under this Agreement when due or otherwise defaults , so long as Purchaser is not then in default in the performance timely delivery of any of consideration as required under the terms, covenants and conditions terms of this Agreement, Licensor if any Seller defaults hereunder or fails to perform in accordance with the terms of this Agreement and fails to cure such default within five (5) business days after written notice specifying such default, then Purchaser may, at its option Purchaser’s option, as Purchaser’s SOLE and in addition to all other remedies available under applicable law, terminate this Agreement. In the event of such a default, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, EXCLUSIVE remedy (whether at law or in equity. No waiver of any default or breach by Licensee hereunder , all other remedies being hereby expressly waived), shall be construed to be a waiver or release of any other default or breach either (i) xxx for specific performance of this Agreement at a later time. No failure or delay by Licensor in the exercise event that the Closing is not consummated under circumstances where all of any remedy provided for the conditions to Closing set forth in Section 8 have been satisfied or waived and Purchaser is prepared to close, or (ii) terminate this paragraph Agreement, in which case (a) this Agreement shall be construed null and void and neither party shall have any rights or obligations under this Agreement except to the extent that such rights and obligations expressly survive a termination of this Agreement or expressly survive a prior Closing that occurred under the terms of this Agreement, (b) the remaining unapplied Xxxxxxx Money shall be returned to Purchaser, (c) if specific performance is not available as a forfeiture or waiver remedy because of the same intentional or fraudulent acts of Seller, Purchaser shall have the right to xxx and recover all out-of-pocket costs and expenses incurred by Purchaser or any other remedy at a later time.of its affiliates in furtherance of the transactions contemplated by this Agreement, including, without limitation, Purchaser’s inspections and investigations of the Acquired Assets, the negotiation and documentation of this Agreement, the costs incurred by Purchaser or any of its affiliates in

Default and Remedies. Licensor and Licensee hereby agree that time is of the essence with respect If Tenant shall fail to the payment by Licensee of the License Fee and pay either Base Rent or Additional Rent when due, or any other monetary obligation sums of Licensee under this Agreement money becoming due hereunder, and the performance by Licensee of the termsdoes not remedy such default within five (5) days after written notice thereof, covenants and conditions of this Agreement. If Licensee fails to pay the License Fee or other monetary obligation under this Agreement when due or otherwise defaults if Tenant shall default in the performance of any other of the terms, conditions, or covenants contained in this Lease Agreement to be observed or performed by it and conditions of this Agreementdoes not remedy such default within thirty (30) days after written notice thereof or does not, Licensor maywithin such thirty (30) days, at its option and in addition commence such act or acts as shall be necessary to all other remedies available under applicable law, terminate this Agreement. In the event of such remedy a default, which is not curable within said thirty (30) days for reasons beyond the control of Tenant, and shall not complete such act or acts within sixty (60) days after written notice, or if Tenant shall become bankrupt or insolvent, or file any debtor proceedings, or file in any court pursuant to any statute, either of the United States or of any state a petition in bankruptcy or insolvency or for reorganization, or file or have filed against it a petition for the appointment of a receiver or trustee for all payments previously made or substantially all of the assets of Tenant, or if Tenant makes an assignment, or if Tenant shall abandon the Premises or suffer the Lease to be taken under any writ of execution and such writ is not vacated or set aside within fifteen (15) days, or if the Commercial General Liability Insurance required by Licensee under Tenant is cancelled as is set forth in Paragraph 138 of this Agreement will remain Lease then in any such event the property Landlord shall have the immediate right of Licensor. Termination of Licensee's reentry without resort to legal process and the right to use terminate and cancel this Lease. Without terminating the Equipment Area Lease, Landlord shall have the right to re-enter and take possession of the Premises or any part thereof and repossess the same as of the Landlord's former estate and expel the Tenant and those claiming through or under this Agreement will the Tenant, and remove the effects of both or either with force, if necessary, without being deemed guilty in trespass or of a forcible entry or detainer and without prejudice to any remedies for arrears of rent or preceding breach of covenants. In such event, the Landlord shall be entitled to recover from the Tenant all damages incurred by the Landlord by reason of the Tenant's default , including but not affect Licensee's obligation limited to make the cost of recovering possession of the Premises, expenses of reletting, including necessary renovation and alteration of the Premises, reasonable attorneys' fees, any real estate commission actually paid, the worth at the time of the unpaid rent for the balance of the term and any and all License Fee payments coming due after the leasing sums payable shall bear interest from the date due at the rate of terminationeighteen percent (18%) per annum until paid. Upon termination of Licensee's right If Landlord should elect to use reenter as herein provided, or should it take possession pursuant to legal proceedings, it may either terminate this Lease or it may from time to time without terminating this Lease, relet the Equipment Area under this AgreementPremises for such term and at such rentals and upon such other terms and conditions as the Landlord may deem advisable. If such reletting shall yield rentals insufficient for any month to pay the rental due by Tenant hereunder for that month, Licensor will have Tenant shall be liable to Landlord for the right, but no obligation, to relicense the Equipment Area to another partydeficiency and same shall be paid monthly. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder No such reentry or taking possession of the Term will be applied first to any costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach Premises by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph Landlord shall be construed as an election to terminate this Lease unless written notice of such intention be given by the Landlord to the Tenant at the time of such reentry; but, notwithstanding any such reentry and reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach. If as a forfeiture or waiver result of Tenant's default hereunder, Landlord shall institute legal proceedings for the same or any other remedy at a later timeenforcement of Tenant's obligations, Tenant shall pay all costs incurred by Landlord, including reasonable attorney's fees.

Default and Remedies. Licensor and Licensee hereby agree that time is of the essence with respect to the payment by Licensee of the License Fee and any other monetary obligation of Licensee Seller or Buyer shall be in default under this Agreement and the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee Contract if either fails to pay the License Fee comply with any material covenant, agreement or other monetary obligation within any time limits required by this Contract. Following a default by either Seller or Buyer under this Agreement when due or otherwise defaults in the performance of any of the termsContract, covenants and conditions of this Agreement, Licensor may, at its option and in addition to all other remedies available under applicable law, terminate this Agreement. In the event of such a default, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable shall have the following remedies, subject to the remainder provisions of the Term will be applied first to any costs and expenses incurred paragraph entitled "DISPOSITION OF XXXXXXX MONEY DEPOSIT AND OTHER FUNDS AND DOCUMENTS" in attempting to this Contract: a. If Seller defaults, Buyer may (i) specifically enforce this Agreement Contract and recover damages suffered by Buyer as a result of the delay in the acquisition of the Property; or in relicensing the Equipment Area(ii) terminate this Contract by written notice to Seller and, including costs of court at Buyer's option, pursue any remedy and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be damages available to Licensor, at law or in equity. No waiver of any default or breach by Licensee hereunder If Buyer elects to terminate this Contract, the Xxxxxxx Money Deposit shall be construed returned to be Buyer upon written demand. b. If Buyer defaults, Seller may (i) specifically enforce this Contract and recover damages suffered by Seller as a waiver or release result of any other default or breach of this Agreement at a later time. No failure or the delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver sale of the same Property; or (ii) terminate this Contract by written notice to Buyer and, at Seller's option, either retain the Xxxxxxx Money Deposit as liquidated damages as Seller's sole remedy (the parties recognizing that it would be extremely difficult to ascertain the extent of actual damages caused by Buyer's breach, and that the Xxxxxxx Money Deposit represents as fair an approximation of such actual damages as the parties can now determine), or pursue any other remedy and damages available at law or in equity. If, as a later timeresult of a default under this Contract, either Seller or Buyer employs an attorney to enforce its rights, the defaulting party shall, unless prohibited by law, reimburse the non-defaulting party for all reasonable attorneys' fees, court costs and other legal expenses incurred by the non-defaulting party in connection with the default. 18.

Default and Remedies. Licensor and Licensee hereby agree that time is of the essence with respect to the payment by Licensee of the License Fee and any other monetary obligation of Licensee under this Agreement and the performance by Licensee of the terms, covenants and conditions of this Agreement. A. If Licensee Purchaser fails to pay close in accordance with the License Fee or other monetary obligation under this Agreement when due or otherwise defaults in the performance of any of the terms, covenants and conditions terms of this Agreement, Licensor may, at its option the Deposit shall be retained by Seller as liquidated damages which shall be Seller's sole remedy for such failure. Seller and in addition Purchaser acknowledge and agree that: (i) the Deposit is a reasonable estimate of and bears a reasonable relationship to all other remedies available the damages that would be suffered and costs incurred by Seller as a result of having withdrawn the Property for sale and the failure of Closing to occur due to a default of Purchaser under applicable law, terminate this Agreement. In ; (ii) the event actual damages suffered and costs incurred by Seller as a result of such withdrawal and failure to close due to a default, all payments previously made by Licensee default of Purchaser under this Agreement will remain the property of Licensor. Termination of Licensee's right would be extremely difficult and impractical to use the Equipment Area determine; (iii) Purchaser seeks to limit its liability under this Agreement will to the amount of the Deposit in the event this Agreement does not affect Licensee's obligation close due to make all License Fee payments coming due after the date a default of termination. Upon termination of Licensee's right to use the Equipment Area Purchaser under this Agreement, Licensor will have ; and (iv) such amount shall constitute valid liquidated damages. If Seller is unable to close in accordance with the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach terms of this Agreement due to Seller's inability to (i) deliver title to the Property as provided in Section 3 above, or (ii) remake and restate at the time of Closing the representations and warranties set forth in Section 6 above, Purchaser's recourse against Seller shall be limited to either (a) terminating this Agreement and receiving a later time. No failure return of the Deposit plus all interest accrued thereon plus reimbursement for actual third-party expenses incurred by Purchaser in this transaction not to exceed Twenty-five Thousand Dollars ($25,000), or delay by Licensor (b) completing Closing hereunder without any abatement in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later timePurchase Price.

Default and Remedies. Licensor and Licensee hereby agree that time is of the essence with respect to the payment by Licensee of the License Fee and any other monetary obligation of Licensee Seller or Buyer shall be in default under this Agreement and the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee Contract if either fails to pay the License Fee comply with any material covenant, agreement or other monetary obligation within any time limits required by this Contract. Following a default by either Seller or Buyer under this Agreement when due or otherwise defaults in the performance of any of the termsContract, covenants and conditions of this Agreement, Licensor may, at its option and in addition to all other remedies available under applicable law, terminate this Agreement. In the event of such a default, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable shall have the following remedies: If Seller defaults, Buyer may, as Buyer’s sole remedies, (i) specifically enforce this Contract, or (ii) terminate this Contract by written notice to Seller and, if so terminated, shall be entitled to a refund of the Xxxxxxx Money paid hereunder. If Buyer defaults, Seller may terminate this Contract by written notice to Buyer and retain the Xxxxxxx Money as liquidated damages as Seller's sole remedy (the parties recognizing that it would be extremely difficult to ascertain the extent of actual damages caused by Buyer's breach, and that the Xxxxxxx Money represents as fair an approximation of such actual damages as the parties can now determine); provided, however, that Seller's retention of the Xxxxxxx Money as liquidated damages shall not limit Seller's rights or discharge Buyer's obligations concerning Buyer's repair of damage to the remainder Property or Buyer's defense and indemnification of Seller as provided under Section 8 above. If, as a result of a default under this Contract, either Seller or Buyer employs an attorney to enforce its rights, the Term will be applied first to any nonprevailing party shall, unless prohibited by law, reimburse the prevailing party for all reasonable attorneys' fees, court costs and other legal expenses incurred by the nondefaulting party in attempting to enforce this Agreement or in relicensing connection with the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later timedefault.

Default and Remedies. Licensor and Licensee hereby agree that time is of the essence with respect Borrower shall be in default hereunder for failure to the payment by Licensee of the License Fee and pay, when due, any sum due to GPC Fine Arts Division or failure to perform any other monetary obligation owing to GPC Fine Arts Division or if any bankruptcy or similar proceedings under federal or state law shall be filed by or against borrower or if borrower makes any assignment for the benefit of Licensee under this Agreement and its creditors. Upon the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee fails to pay the License Fee or other monetary obligation under this Agreement when due or otherwise defaults in the performance occurrence of any of such default GPC Fine Arts Division may at any time during the termscontinuance thereof, covenants and conditions of this Agreement, Licensor may, at its option and in addition to all other rights and remedies available herein, at law and inequity, (1) terminate the loan of all instruments/equipment rented to borrower; (2) require customer to return all loaned, or repossess all such instruments/equipment, and/or (3) recover from customer all amounts payable hereunder, (4) sue for and recover all rents and other amounts then due, or thereafter accruing under applicable the terms of this contract; (5) take possession of any, or all of the equipment, wherever it may be located, without demand or notice, without any court order or other process of the law, terminate and without incurring any liability to borrower for any damages occasioned by such taking of possession; (6) pursue any other remedy not, or hereafter, existing at law or in equity not withstanding, any such action that GPC Fine Arts Division may take, including taking possession of any, or all of the equipment borrower shall remain liable for the full performance of all of its obligations hereunder provided, however, that if GPC Fine Arts Division in writing, terminates this Agreement. In the event contract as to any item of equipment, borrower shall not be liable for renting respect of such a default, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due item accruing after the date of such termination. Upon termination of Licensee's right .. GPC Fine Arts Division shall not have any duty to use account to borrower for the Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion proceeds of any other rights disposition of equipment subsequent to return or remedies that may be available to Licensor, at law or in equityrepossession. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of waive any other default or breach of this Agreement at a later timesubsequent default. No failure or delay Borrower shall reimburse GPC Fine Arts Division for all costs and expenses incurred by Licensor GPC Fine Arts Division in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later timeenforcing its rights hereunder, including reasonable attorney’s and legal fees.

Default and Remedies. Licensor and Licensee hereby agree that time is of the essence with respect to the payment by Licensee of the License Fee and any other monetary obligation of Licensee under this Agreement and the performance by Licensee of the terms, covenants and conditions of this Agreement. A) (i) If Licensee fails to pay the License Fee or other monetary obligation under this Agreement when due or otherwise Lessee defaults (a) in the performance of fulfilling any of the covenants of this Lease, requiring the payment of rent, additional rent or other payments due under this Lease, or (b) in strictly complying with any of the other terms, covenants and conditions or provisions of this AgreementLease, Licensor mayor (ii) if Lessee makes a general assignment for the benefit of creditors, at its option is adjudged a bankrupt or files a petition for reorganization or arrangement, or if there has been an attachment or other judicial seizure of substantially all of Lessee's assets, then, in the case of nonpayment of rent or other charges which continues for five (5) business days after Lessee receives from Lessor written notice specifying such default, or if Lessee defaults in any one or more of the events referred to in (b) or (ii) above, then upon Lessee's receipt from Lessor of a written notice specifying the nature of said default and in addition upon Lessee's failure to all other remedies available under applicable lawcure such default within thirty (30) days after receipt of Lessor's notice thereof, terminate this Agreement. In the event if required (or if said default or omission complained of shall be of such a defaultnature that the same cannot be completely cured or remedied within said thirty (30) day period, all payments previously made by Licensee under and if Lessee shall not have diligently commenced curing such default with such thirty (30) day period, and shall not thereafter with reasonable diligence and in good faith proceed to remedy or cure such default within a commercially reasonable amount of time), then Lessor may serve a written five (5) business day notice of cancellation of this Agreement will remain Lease upon Lessee and upon the property expiration of Licensor. Termination of Licensee's right to use said five (5) business days, this Lease and the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after term hereunder shall end and expire as fully and completely as if the date of termination. Upon termination expiration of Licensee's right to use such five (5) business day period were the Equipment Area under this Agreement, Licensor will have day herein definitely fixed for the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any costs end and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach expiration of this Agreement at a later time. No failure or delay by Licensor in Lease and the exercise of any remedy provided for in this paragraph term thereof and Lessee shall be construed then quit and surrender the dernised Premises to Lessor but Lessee shall remain liable as a forfeiture or waiver of the same or any other remedy at a later timehereinafter provided.

Default and Remedies. Licensor and Licensee hereby agree that time is of the essence with respect to the payment by Licensee of the License Fee and any other monetary obligation of Licensee A Party shall be in default under this Agreement and the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee if it fails to pay the License Fee or other monetary obligation perform any of its obligations under this Agreement when as they become due or otherwise defaults fails to comply with any covenant or restriction contained in this Agreement, and such failure has not been cured within thirty (30) days from the date of a written notice of default from the other Party, provided, however, that if the nature of the default is such that it cannot reasonably be cured within thirty(30) days, then that thirty-day period shall be extended as reasonably needed to complete the cure provided that the defaulting Party has commenced the cure within that thirty-day period and diligently prosecutes the cure to completion thereafter. If the default has not been cured within that thirty-day period, as potentially extended, then the non-defaulting Party shall be entitled to recover its damages resulting from such default. In addition to an action for damages, either Party shall be entitled to an action for specific performance of a Party's obligations or remedies under this Agreement, including the right to receive any SFE Taps derived from the Water Rights. Additionally, if the default is TRW's failure to provide the water to the Future Development as provided for herein, and if the Water Rights have not been transferred to TRW's District as provided for in this Agreement, then MWI shall be entitled to have the Property (as defined in the performance Purchase Agreement) re-conveyed to Orlando or MWI, at their election, in which case MWI or Orlando shall be required to refund the Purchase Price (as defined in the Purchase Agreement) to TRW. In any action to enforce this Agreement, or to collect damages on account of any of the terms, covenants and conditions breach of this Agreement, Licensor may, at the prevailing Party shall also be entitled to collect all of its option and costs in addition to all other remedies available under applicable law, terminate this Agreement. In the event of such a default, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Areaaction, including costs of court and investigation, settlement, reasonable attorneys' fees with respect thereto, and then to the satisfaction all additional costs of Licensee's obligations under this Agreement. The remedies provided collecting any judgment rendered in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later timesuch action.

Default and Remedies. Licensor 401. Events of Default. A failure by any party to perform any action or covenant required by this Agreement, the Regulatory Agreement, the Agency Loan Promissory Note and/or the Agency Loan Deed of Trust within the time periods provided herein following notice and Licensee hereby agree that time is of the essence with respect failure to the payment by Licensee of the License Fee and any other monetary obligation of Licensee cure as described hereafter, constitutes a “Default” under this Agreement and the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee fails A party claiming a Default shall give written notice of Default to pay the License Fee or other monetary obligation under this Agreement when due or parties specifying the Default complained of. Except as otherwise defaults expressly provided in the performance of any of the terms, covenants and conditions of this Agreement, Licensor maythe claimant shall not institute any proceeding against any other party, at its option and the other party shall not be in addition Default if such party cures such default within five (5) days if the claimed Default is a failure to pay amounts due pursuant to the Agency Loan Promissory Note, or thirty (30) days from receipt of such notice for all other remedies available under applicable lawclaimed Defaults hereunder. However, terminate this Agreementin the event that such Default is other than a failure to pay money and is of such a nature that it cannot reasonably be cured within thirty (30) days from receipt of such notice, the claimant shall not institute any proceeding against the other party, and the other party shall not be in Default if such party immediately upon receipt of such notice, with due diligence, commences to cure, correct or remedy such failure or delay and completes such cure, correction or remedy with diligence as soon as reasonably possible thereafter. In the event that the Developer is in default on any loan or deed of trust, the Developer shall immediately deliver to the Agency a copy of such a notice of default. Even if the holder of such loan or deed of trust has not exercised its rights or remedies with respect to such default, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will Agency shall each have the right, right (but no obligation, to relicense the Equipment Area to another partynot be obligated to) cure such default. In such event, the event the Equipment Area is licensed by Licensor Agency shall be entitled to another party, any License Fee received reimbursement from the other party applicable to the remainder Developer of the Term will be applied first to any all costs and expenses they have actually incurred in attempting curing such default. The Agency (as applicable) shall be entitled to enforce this Agreement or in relicensing add the Equipment Area, including costs of court and attorneys' fees with respect theretoamount incurred by it to the amounts owing pursuant to the Agency Loan Promissory Note , and then to secured by the satisfaction Agency Loan Deed of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later timeTrust.

Default and Remedies. Licensor and Licensee hereby agree that time is The violation of the essence with respect to the payment by Licensee any provision of the License Fee and any other monetary obligation of Licensee under this Agreement and by the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee fails to pay the License Fee or other monetary obligation Mortgagor shall be a default under this Agreement when due or otherwise defaults in the performance of any of the terms, covenants and conditions of this Agreement, Licensor maythe Mortgage and the Section 1602 Mortgage. The Authority may give written notice of such default to the Mortgagor, at its option and by registered or certified mail, addressed to the address stated in addition to all other remedies available under applicable law, terminate this Agreement, or such other address as may subsequently, upon appropriate written notice thereof to the Authority, be designated by the Mortgagor as its legal business address. In If the default is not corrected to the satisfaction of an Authorized Officer of the Authority within 30 days after the day such notice is mailed or within such further time as an Authorized Officer of the Authority reasonably determines is necessary to correct the default, without further notice the Authority may avail itself of any remedy provided in the Mortgage, the Section 1602 Mortgage or other document executed in connection with the Mortgage Loan or Section 1602 Loan, or any other remedy it may have at law or in equity in the event of such a default. The Authority's remedies shall include the right to apply to any court, all payments previously made by Licensee State or Federal, for the specific performance of the covenants and agreements contained in this Agreement; for an injunction against any violation of such covenants and agreements; for the appointment of a receiver to take over and operate the Development; or for such other relief as may be appropriate, since the injury to the Authority arising from any default under this Agreement will remain would be irreparable and the property amount of Licensordamage difficult to ascertain. Termination Despite anything in the foregoing to the contrary, the Authority may take possession of Licenseethe Development, bring any action necessary to enforce the rights of the Mortgagor growing out of the Development's operation, and collect the rents and operate the Development in accordance with the terms of this Agreement until such time as the Authority in its discretion, determines that the Mortgagor is again in a position to operate the Development in accordance with the terms of this Agreement and in compliance with the requirements of the Mortgage Note and Mortgage evidencing and securing the Mortgage Loan or the Section 1602 Mortgage Note and Section 1602 Mortgage, securing the Section 1602 Loan. The Authority's election to pursue any one or more of the above remedies shall not be construed to preclude or be a waiver of the Authority's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date pursue any of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable remedies with respect to the remainder of the Term will be applied first default for which such remedy was pursued or with respect to any costs and expenses incurred in attempting default prior or subsequent to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later timesuch remedy.

Default and Remedies. Licensor 35. If the Purchaser defaults with respect to any of the Purchaser’s covenants/obligations as set out in this this Agreement and/or defaults in the delivery of any monies and/or documents to the Vendor or the Vendor’s solicitors as required by this Agreement, on the Closing Date then the Vendor, in addition to (and Licensee hereby agree without prejudice to) any other rights or remedies available to the Vendor (at law or in equity) may, at the Vendor’s sole option, unilaterally declare the Property Agreements to be terminated and of no further force or effect, whereupon all deposit monies theretofore paid, together with all monies paid for any extras or changes to the Property, may be retained by the Vendor as the Vendor’s liquidated damages, and not as a penalty, in addition to (and without prejudice to) any other rights or remedies available to the Vendor at contract, law or in equity. In such event the Purchaser specifically acknowledges and affirms that time is of the essence and that the Purchaser shall not have any rights of rectification and that the default is not capable of being rectified without the express written consent of the Vendor. In the event that the Purchaser is in default with respect to any other of the Purchaser’s obligations contained in this Agreement and/or any other agreement of purchase and sale entered into with the Vendor with respect to any other Lands and/or lot or parcel of lands in the Subdivision (with this Agreement and/or any other aforesaid agreement(s) being hereinafter collectively referred to as the "Property Agreements") on or before Closing Date and fails to remedy such default forthwith then the Vendor, in addition to (and without prejudice to) any other rights or remedies available to the Vendor (at law or in equity) may, at the Vendor’s sole option, unilaterally suspend all of the Purchaser's rights, benefits and privileges contained in the Property Agreements (including without limitation, the right to make colour and finish selections with respect to the payment Property as hereinbefore provided or contemplated), and/or unilaterally declare the Property Agreements to be terminated and of no further force or effect, whereupon all deposit monies theretofore paid, together with all monies paid for any extras or changes to the Property, may be retained by Licensee of the License Fee Vendor as the Vendor’s liquidated damages, and any other monetary obligation of Licensee under this Agreement and the performance by Licensee of the termsnot as a penalty, covenants and conditions of this Agreement. If Licensee fails to pay the License Fee or other monetary obligation under this Agreement when due or otherwise defaults in the performance of any of the terms, covenants and conditions of this Agreement, Licensor may, at its option and in addition to all (and without prejudice to) any other rights or remedies available to the Vendor at contract, law or in equity. In the event this Agreement is amended for the benefit of the Purchaser to, inter alia, grant the Purchaser a credit or reduction against the Purchase Price and the Purchaser fails to complete the transaction, all damages shall be assessed as if such amendment was not entered into. The failure of the Purchaser to make all arrangements that the Purchaser must make with respect to the Services on or before the Closing Date (including the completion and delivery of all documents, identification, applications, payment forms etc., to a Service Provider) that result in the Residential Property not being capable of occupancy in accordance with the Addendum, shall be considered a material or substantial event of default under applicable law, terminate this Agreement. In the event of such a default, all payments previously made by Licensee under the termination of this Agreement will remain by reason of the property Purchaser's default as aforesaid, then the Purchaser shall be obliged to forthwith vacate the Property (or cause same to be forthwith vacated) if same has been occupied (and shall leave the Dwelling in a clean condition, without any physical or cosmetic damages thereto, and clear of Licensor. Termination all garbage, debris and any furnishings and/or belongings of Licenseethe Purchaser), and shall execute such releases and any other documents or assurances as the Vendor may require, in order to confirm that the Purchaser does not have (and the Purchaser hereby covenants and agrees that they do not have) any legal, equitable or proprietary interest whatsoever in the Lands, Lot(s) and/or the Property (or any portion thereof), and in the event the Purchaser fails or refuses to execute same, the Purchaser hereby appoints the Vendor to be their lawful attorney in order to execute such releases, documents and assurances in the Purchaser's right to use name, place and stead, and in accordance with the Equipment Area under provisions of the The Powers of Attorney Act R.S.O. 1990, as amended and/or The Substitute Decisions Act, 1992, as amended, the Purchaser hereby declares that this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after power of attorney may be exercised by the date Vendor during any subsequent legal incapacity on the part of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another partyPurchaser. In the event the Equipment Area is licensed by Licensor Vendor's Solicitors or an escrow agent is/are holding any of the deposits in trust pursuant to another partythis Agreement, then in the event of default as aforesaid, the Purchaser hereby releases the said solicitors from any License Fee received from obligation to hold the other party applicable deposit monies, in trust, and shall not make any claim whatsoever against the said solicitors and the Purchaser hereby irrevocably directs and authorizes the said solicitors to deliver the said deposit monies and accrued interest, if any, to the remainder Vendor. In addition to and without prejudice to the Vendor's rights set out above, the Purchaser acknowledges and agrees that if any amount, payment and/or adjustment which are due and payable by the Purchaser to the Vendor pursuant to this Agreement are not made and/or paid on the date due, then the Vendor shall be entitled, but not obligated, to accept same provided that such amount, payment and/or adjustment shall, until paid, bear interest at the rate equal to 12% per annum, calculated daily, not in advance. The Vendor shall on or after the Closing Date, have a Vendor's Lien on the Property with respect to any unpaid portion of the Term will Purchase Price or any amount payable by the Purchaser to the Vendor hereunder. The Purchaser covenants, acknowledges and agrees that in the event that the Purchaser does not re-attend at the office or the sales office of the Vendor within 5 days of notice being delivered to the Purchaser that this Purchase Agreement executed by the Vendor is available for pick-up by the Purchaser, then this Agreement, at the option of the Vendor, shall become void and of no further force and effect and the Vendor shall deliver to the Purchaser all deposit monies theretofore paid, with interest as may be applied first to required by the Act, but without deduction, and the Vendor shall have no further liability or obligation hereunder and shall not be liable for any costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect theretodamages thereby, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided Purchaser waives any claim against the Vendor in this paragraph are cumulative and regard. This waiver shall not to merge but shall survive the exclusion of any other rights or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach termination of this Agreement at a later time. No failure or delay by Licensor in the exercise Vendor as set out herein and may be pleaded as estopped to any claim of any remedy provided for the Purchaser, and such power of attorney is coupled with an interest in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later timePurchase Agreement.

Default and Remedies. Licensor 17. (a) If any rent is due and Licensee hereby agree that time is remains unpaid for ten (I 0) days after receipt of the essence with respect to the payment by Licensee of the License Fee and any other monetary obligation of Licensee under this Agreement and the performance by Licensee of the termsnotice from Landlord, covenants and conditions of this Agreement. If Licensee fails to pay the License Fee or other monetary obligation under this Agreement when due or otherwise defaults in the performance of if Tenant breaches any of the terms, other covenants and conditions of this AgreementLease and if such other breach continues for thirty (30) days after receipt of notice from Landlord, Licensor mayLandlord shall then but not until then, at as its option and sole legal remedies but in addition to all other ft remedies available In equity, if available, have the tight (a) to xxx for rent, (b) to re-enter without terminating this Lease, provided that Landlord shall use its best efforts to relet the Leased Premises for Tenant's account and otherwise to mitigate its damaged (it being expressly understood that Tenant shall remain liable on a monthly basis for the difference between what Tenant's obligations under applicable lawthis Lease are and what Landlord actually collects, and further provided that if Landlord elects to re-enter without terminating this Lease, this Lease shall nonetheless expire as of the next optional termination date as set forth in Article 3(d)), or (c) to terminate this AgreementLease and re-enter the Leased Premises; but if Tenant shall pay said rent within said ten (10) days, or in good faith within said thirty (30) days commence to correct such other breach, and diligently proceed therewith, then Tenant shall not be considered in default (b) If Landlord shall from time to time fail to pay any sum or sums due to Tenant and If such failure continues for thirty (30) days after receipt of notice from Tenant, Tenant shall have the right and Is hereby irrevocably authorized and directed to deduct such sum or sums from fixed and percentage rent and other sums due Landlord, together with interest thereon at the so-called prime rate charged from time to time by The First National Bank of Chicago, or its successor, plus two per cent until fully reimbursed. In the event If Landlord shall from time to time fail to perform any act or acts required of Landlord by this Lease and if such a defaultfailure continues for thirty (30) days after receipt of notice from Tenant, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will Tenant shall then have the right, but no obligationat Tenant's option, to relicense perform such act or acts, in such manner as Tenant deems reasonably necessary, and the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder full amount of the Term will cost and expense so Incurred shall Immediately be applied first owing by Landlord to any costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect theretoTenant, and then Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such amount from fixed and percentage rent and other sums due Landlord, together with interest thereon at the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later time.so-called prime rate charged

Default and Remedies. Licensor and Licensee hereby agree This lLease is made entered into by Lessor on the condition that time is Lessee shall perform all of the essence with respect covenants and agreements set forth in this lLease which are to be performed by the Lessee. If at any time there be is a default on the part of the Lessee in the payment by Licensee of rent (the License Fee term rent meaning all rentals and any other monetary obligation sums payable to the Lessor pursuant to this lLease ), taxes, assessments, utility charges or any other charges and payments by Lessee to be made, or any part thereof, and if such default shall continue for a period of Licensee under this Agreement and thirty-five (35) days after written notice from Lessor as provided for herein; or if the performance by Licensee Lessee shall fail, refuse or neglect to forthwith cease the violation of any of the terms, covenants and conditions provisions of this Agreement. If Licensee fails to pay lLease, or if there shall be default on the License Fee or other monetary obligation under this Agreement when due or otherwise defaults part of the Lessee in the performance of any of the terms, remaining covenants and conditions or agreements of this AgreementlLease by the Lessee which are to be performed, Licensor may, at its option and in addition to all other remedies available under applicable law, terminate this Agreement. In the event such default shall continue for a period of thirty-five (35) days after written notice of such a default being given by the Lessor as provided for herein and Lessee has not diligently commenced action to cure such default, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's Lessor shall have the right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make pursue all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will rights and remedies it may have the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, at law or in equity, including injunctive relief, or it shall have the right, without further demand or notice (which is hereby waived) at its election, to terminate this lLease and to enter upon the demised pPremises with or without legal process and take immediate possession thereof. No waiver In addition, Lessor may bring suit for and collect all rents and payments payable to the CityLessor, and all costs, expenses, attorney fees and damages incurred or suffered by the Lessor. From the time of such entry, this lLease and all rights, privileges, easements and leasehold interests herein granted shall terminate to all intents and purposes whatsoever; provided also, that for rents due and nonperformance of other conditions, Lessor may sue at once and pursue all remedies that it may have at law or in equity without being required to enter into possession and forfeit the Lessee's term as herein provided. Lessor and Xxxxxx further agree that in the event of any default default, the defaulting party shall pay all costs and expenses, including a reasonable attorney's fee, which may arise or breach by Licensee hereunder shall be construed to be a waiver accrue from enforcing this leaseLease, or release in pursuit of any other default remedies provided hereunder, or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver statutes of the same State of Nevada, whether such remedy is pursued by filing a suit or any other remedy at a later timeotherwise.

Default and Remedies. Licensor If an Event of Default with respect to Senior Notes shall occur and Licensee hereby agree that time is be continuing, the principal of the essence Senior Notes may be declared due and payable in the manner and with the effect and consequent remedies to the Holders, in each case, as provided in the Indenture. No Holder of any Senior Note shall have any right by virtue or by availing of any provision of the Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise upon or under or with respect to the payment by Licensee Indenture, or for the appointment of a trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of a Continuing Event of Default and unless the Holders of not less than 25% in aggregate principal amount of the License Fee Senior Notes then Outstanding shall have made written request upon the Trustee to institute such action or proceedings in its own name as Trustee hereunder and any other monetary obligation of Licensee under this Agreement shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby and the performance Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action or proceeding and the Holders of a majority in principal amount of then Outstanding Senior Notes shall have not given the Trustee a direction inconsistent with such request, it being understood and intended, and being expressly covenanted by Licensee the Holders of every Senior Note with every other Holder and the Trustee, that no one or more Holders of Senior shall have any right in any manner whatever by virtue or by availing of any provision of the termsIndenture to affect, covenants and conditions of this Agreement. If Licensee fails to pay disturb or prejudice the License Fee or other monetary obligation under this Agreement when due or otherwise defaults in the performance of any of the terms, covenants and conditions of this Agreement, Licensor may, at its option and in addition to all other remedies available under applicable law, terminate this Agreement. In the event of such a default, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion rights of any other rights such Holder of Senior Notes, or remedies that may to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under the Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Senior Notes. For the protection and enforcement of the provisions of the Indenture, each and every Holder and the Trustee shall be available entitled to Licensor, such relief as can be given either at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later time.

Default and Remedies. Licensor and Licensee hereby agree that time is The violation of any provision of this Agreement by the essence with respect to the payment by Licensee of the License Fee and any other monetary obligation of Licensee Mortgagor shall be a default under this Agreement and the performance TCAP Mortgage. The Authority may give written notice of such default to the Mortgagor, by Licensee of registered or certified mail, addressed to the terms, covenants and conditions of this Agreement. If Licensee fails to pay the License Fee or other monetary obligation under this Agreement when due or otherwise defaults address stated in the performance of any of the terms, covenants and conditions of this Agreement, Licensor mayor such other address as may subsequently, upon appropriate written notice thereof to the Authority, be designated by the Mortgagor as its legal business address. If the default is not corrected to the satisfaction of an Authorized Officer of the Authority within 30 days after the day such notice is mailed or within such further time as an Authorized Officer of the Authority reasonably determines is necessary to correct the default, without further notice the Authority may avail itself of any remedy provided in the TCAP Mortgage or other document executed in connection with the TCAP Loan, or any other remedy it may have at its option and law or in addition to all other remedies available under applicable law, terminate this Agreement. In equity in the event of such a default. The Authority's remedies shall include the right to, all payments previously made by Licensee and in the case the Mortgagor violates the provisions of Sections 2, 3, 14, 15, 16, 17, 23, 24, 29, 30, 32, or 35 of this Agreement, the LIHTC or TCAP Regulations and other LIHTC or TCAP requirements the Authority shall, apply to any court, State or Federal, for the specific performance of the covenants and agreements contained in this Agreement; for an injunction against any violation of such covenants and agreements; for the appointment of a receiver to take over and operate the Development; or for such other relief as may be appropriate, since the injury to the Authority arising from any default under this Agreement will remain would be irreparable and the property amount of Licensordamage difficult to ascertain. Termination Despite anything in the foregoing to the contrary, the Authority may take possession of Licenseethe Development, bring any action necessary to enforce the rights of the Mortgagor growing out of the Development's operation, and collect the rents and operate the Development in accordance with the terms of this Agreement until such time as the Authority in its discretion, determines that the Mortgagor is again in a position to operate the Development in accordance with the terms of this Agreement and in compliance with the requirements of the TCAP Mortgage Note and TCAP Mortgage evidencing and securing the TCAP Loan. Further, in the event that the Mortgagor becomes subject to the recapture provisions set forth in Section 30 hereof, the Authority may exercise remedy provided in the TCAP Mortgage or other document executed in connection with the TCAP Loan, or any other remedy it may have at law or in equity in the effectuate such recapture. The Authority's election to pursue any one or more of the above remedies shall not be construed to preclude or be a waiver of the Authority's right to use pursue any of the Equipment Area under other remedies with respect to the default for which such remedy was pursued or with respect to any default prior or subsequent to such remedy. If the Mortgagor should violate the provisions of Sections 2, 3, 14, 15, 16, 17, 23, 24, 29, 30, 32, or 35 of this Agreement will not affect Licensee's obligation HUD or any resident in the Development, may give written notice of such default to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right Mortgagor, by registered or certified mail, addressed to use the Equipment Area under address stated in this Agreement, Licensor will have or such other address as may subsequently, be designated by the right, but no obligationMortgagor as its legal business address. A copy of all such notices must also be sent to the Authority, to relicense the Equipment Area to another party. In address stated in this Agreement, or such other address as may subsequently, be designated by the event Authority as its legal business address If the Equipment Area default is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then not corrected to the satisfaction of Licensee's obligations under this Agreement. The remedies provided HUD or the resident in this paragraph are cumulative and not the Development sending such notice of default, within 30 days after the day such notice is mailed or within such further time as HUD or the resident in the Development, sending such notice of default reasonably determines is necessary to correct the default, HUD or the resident in the Development, sending such notice of default, upon further notice to the exclusion of Mortgagor and Authority may seek any other rights or remedies that remedy it may be available to Licensor, have at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor equity in the exercise event of such a default. Such remedies shall include the right to apply to any remedy provided court, State or Federal, for the specific performance of the covenants and agreements contained in this paragraph shall Agreement; for an injunction against any violation of such covenants and agreements; or for such other relief as may be construed as a forfeiture or waiver of the same or any other remedy at a later timeappropriate.

Default and Remedies. Licensor and Licensee hereby agree that time is 8.1 Events of Default The occurrence of any one of the essence following events shall constitute an Event of Default hereunder The Borrower shall fail to pay when due any amount payable hereunder or under any Purchaser Document or Bond Document or The Borrower shall fail to observe or perform any covenant contained in Section 5.3e 5.3h 5.6 5.7 5.16 5.17 5.20 5.22 5.27 5.28 5.29 5.30 5.34 5.35 5.36 or 5.38 herein or The Borrower shall fail to observe or perform any covenant or agreement contained in this Purchase Agreement other than those referred to in clauses or above and such failure shall continue for thirty 30 days after written notice thereof has been given to the Borrower provided however if such failure cannot be corrected within such 30-day period the Purchaser will not unreasonably withhold its consent to an extension of such time if corrective action is instituted within such thirty 30 days and is diligently pursued until such failure is corrected but in any event not more than an additional thirty 30 days or Any representation or warranty made by the Borrower herein or in any Bond Document or any statement certificate or other data furnished by the Borrower in connection herewith or with any Purchaser Document or Bond Document proves to have been incorrect in any material respect when made or judgment or judgments for the payment of money in excess of $500000 which the Purchaser determines to not be covered by insurance or as to which the insurer has given notice of denial is rendered against the Borrower or any Subsidiary and any such judgment shall remain unsatisfied and in effect for any period of ten 10 consecutive days without stay of execution or IT Any levy seizure attachment garnishment execution or similar process shall be issued or levied on any of the Borrowers or any Subsidiarys property and is not dismissed bonded over or otherwise addressed in manner satisfactory to the Purchaser within thirty 30 days thereof or The Borrower or any Subsidiary shall apply for or consent to the appointment of receiver conservator trustee or liquidator of all or substantial part of any of its assets be unable or admit in writing its inability to pay its debts as they mature file or permit the filing of any petition or case for arrangement reorganization or the like under any insolvency or bankruptcy law or the adjudication of it as bankrupt or the making of an assignment for the benefit of creditors or the consenting to any form of arrangement for the satisfaction settlement or delay of debt or the appointment of receiver for all or any part of its properties or Cd take any action for the purpose of effecting any of the foregoing or An order judgment or decree shall be entered or case shall be commenced against the Borrower or any Subsidiary without the application approval or consent of the Borrower or such Subsidiary by or in any court of competent jurisdiction approving petition or permitting the commencement of case seeking reorganization or liquidation of the Borrower or such Subsidiary or appointing receiver trustee conservator or liquidator of the Borrower or such Subsidiary with respect to all or substantial part of its assets and the payment Borrower or such Subsidiary by Licensee any act indicates its approval thereof consent thereto or acquiescence therein and such order judgment decree or case shall continue unstayed and in effect for any period of the License Fee and sixty 60 consecutive days or The Borrower or any Subsidiary shall dissolve or liquidate or be dissolved or liquidated or cease to legally exist or merge consolidate or convert or be merged consolidated or converted with or into any other monetary obligation corporation or entity without the Purchasers prior written consent provided however that any Subsidiary can be merged into Borrower or The suspension of Licensee under this Agreement and business for any reason other than strike casualty or cause beyond the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee fails to pay the License Fee or other monetary obligation under this Agreement when due or otherwise defaults in the performance of any of the terms, covenants and conditions of this Agreement, Licensor may, at its option Borrowers control and in addition to all other remedies available under applicable law, terminate this Agreement. In the event of such a default, all payments previously made by Licensee under this Agreement will remain suspension for cause beyond the property of Licensor. Termination of Licensee's right Borrowers control failure to use the Equipment Area under this Agreement will resume operations as soon as reasonably possible or Participation in any illegal activity or in any activity whether or not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable related to the remainder business of the Term will Borrower that may subject the assets of the Borrower to restraining order or any form of injunction issued by any federal or state court or ii seizure forfeiture or confiscation by any federal or state governmental instrumentality or If Borrower shall default beyond any grace period in the payment of principal or interest of any Indebtedness of Borrower in excess of $500000 or obligation whether contingent or otherwise or ii if Borrower otherwise defaults under the terms or covenants of any such Indebtedness or obligation beyond the expiration of an applicable notice or cure period or Any Event of Default as defined in any Purchaser Document the Loan Agreement or any Bond Document shall have occurred and shall be applied first continuing beyond the expiration of any applicable notice and/or grace period or Any event of default shall occur and shall be continuing beyond any applicable grace period under any other agreements relating to any costs and expenses incurred in attempting to enforce this Agreement Indebtedness now or in relicensing hereafter owed by the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then Borrower to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights Purchaser or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later time.Any event occurs which has Material Adverse Effect

Default and Remedies. Licensor and Licensee hereby agree that time is (a) Lessee shall be in default hereunder if (i) Lessee fails to pay Rent or any other payment required hereunder within ten (10) business days of the essence with respect due date thereof, and such default shall continue for a period of 10 days after receipt of written notice thereof, (ii) Lessee fails to observe, keep or perform any other term or condition of this Lease and such failure continues for thirty (30) days following receipt of written notice thereof from Lessor, (iii) any representation or warranty made by Lessee herein or in any document delivered to Lessor in connection herewith shall prove to be false or misleading, or (iv) Lessee defaults under any other obligation to Lessor. (b) If Lessee is in default, Lessor shall have the payment by Licensee right to take any one or more of the License Fee and any other monetary obligation of Licensee under this Agreement and the following actions: (i) proceed by appropriate court action or actions at law or in equity to enforce performance by Licensee Lessee of the terms, covenants terms and conditions of this Agreement. If Licensee fails Lease and/or recover damages for the breach thereof; and/or (ii) by written notice to pay the License Fee or other monetary obligation under this Agreement when due or otherwise defaults in the performance of any of the termsLessee, covenants and conditions of this Agreement, Licensor may, at its option and in addition which notice shall apply to all other remedies available under applicable lawSchedules hereunder except as specifically excluded therefrom by Lessor, terminate this Agreement. In the event declare due and payable, and Lessee shall without further demand, forthwith pay to Lessor an amount equal to any unpaid Rent then due as of such a default, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of terminationsuch notice plus, as liquidated damages or loss of the bargain and not as a penalty, an amount equal to the Stipulated Loss Value as set forth in the Schedules. Upon Lessee shall return the Equipment to Lessor as provided in Section 13. Should Lessee fail to return the Equipment within fifteen (15) business days of receipt of legal notice, Lessor may, personally, or by its agents, and with or without notice of legal process, enter upon the premises where the Equipment is located, without liability for trespass or other damages and repossess the Equipment free from all claims by Lessee. Return or repossession of the Equipment shall not constitute a termination of Licenseethis Lease unless Lessor so notifies Lessee in writing. With respect to Equipment returned to or repossessed by Lessor, if Lessor has not terminated this Lease, Lessor will, in a commercially reasonable manner, and upon such terms as Lessor may determine in its sole discretion, either sell such Equipment at one or more public or private sales or re-lease the Equipment. The proceeds of sale or re-lease shall be applied in the following order or priority: (i) to pay all Lessor's right fees, costs and expenses for which Lessee is obligated pursuant to use (c), below; (ii) to the Equipment Area under this Agreement, Licensor will have the right, but no obligationextent not previously paid by Lessee, to relicense the Equipment Area pay Lessor its liquidated damages hereunder and all other sums then remaining unpaid hereunder; and (iii) to another partyreimburse Lessee for any sums previously paid by Lessee to Lessor as liquidated damages. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from proceeds of sale or re-lease are less than the other party applicable to the remainder sum of the Term will amounts payable under (i) and (ii), Lessee shall pay Lessor such deficiency, after written notice to Lessee. (c) Lessee shall be applied first to any liable for all reasonable legal and collection fees, costs and expenses incurred in attempting to enforce this Agreement or in relicensing arising from Lessee's default and the Equipment Areaexercise of Lessor's remedies hereunder, including costs of repossessions, storage, repairs, reconditioning and sale or re-leasing of the Equipment. (d) In the event that any court and attorneys' fees with respect theretoof competent jurisdiction determines that any provision of this Section 15 is invalid or unenforceable in whole or in part, such determination shall not prohibit Lessor from establishing its damages sustained as a result of any breach of this Lease in any action or proceeding in which Lessor seeks to recover such damages. Any repossession sale or re-lease of the Equipment shall not bar an action for damages for breach of this Lease, as hereinabove provided, and then the bringing of an action or the entry of judgment against Lessee shall not bar Lessor's right to repossess the satisfaction of Licensee's obligations under this AgreementEquipment. The remedies provided in this paragraph are cumulative and not to the exclusion No express or implied waiver by Lessor of any other rights default shall in any way be, or remedies that may be available construed to Licensorbe, at law a continuing waiver or in equity. No a waiver of any default future or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later timesubsequent default.

Default and Remedies. Licensor and Licensee hereby agree that In the event the business being conducted in the Demised Premises shall at any time is of be substantially terminated, or in the essence with respect to event Tenant shall default in the payment by Licensee of any installment of rent herein reserved, or in the License Fee and any other monetary obligation of Licensee under this Agreement and the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee fails to pay the License Fee or other monetary obligation under this Agreement when due or otherwise defaults event Tenant shall default in the performance of any of the terms, covenants covenants, conditions or provisions herein contained binding upon Tenant and conditions such default shall not be remedied within thirty (30) days after written notice thereof shall have been given by Landlord to Tenant, or in the event Tenant shall be adjudicated a bankrupt or shall become insolvent or shall make a general assignment for the benefit of this Agreementits creditors, Licensor mayor in the event a receiver shall be appointed for Tenant or a substantial part of its property and such receiver is not removed within thirty (30) days after appointment, at its option and Landlord shall have the right (in addition to all other rights and remedies available under applicable provided by law), to institute appropriate judicial proceedings to regain possession of the Demised Premises, to terminate this AgreementLease and to remove any property therein, without liability for damage to, and without obligation to store, such property. In the event of the regaining of possession of the Demised Premises as aforesaid, Landlord may (but shall be under no obligation to) relet the Demised Premises, or any part thereof, from time to time, without further notice, for such a defaultterm or terms, on such conditions, and for such uses and purposes, as Landlord, in its sole and absolute discretion, may determine, and may collect and receive all payments previously made by Licensee under this Agreement will remain rents derived therefrom and apply the property same, after deduction of Licensorall appropriate expenses (including, without limitation, attorneys fees and other costs of collection) to the payment of the rent payable hereunder, Tenant remaining liable for any deficiency. Termination Landlord shall not be responsible or liable for any failure to so relet the Demised Premises or any part thereof, or of Licensee's right any failure to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the rightcollect any rent connected therewith, but no obligation, will make reasonable efforts to relicense re-lease the Equipment Area to another partyDemised Premises. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided Anything in this paragraph are cumulative and not to the exclusion contrary notwithstanding, Landlord agrees to give written notice of a default in the payment of any other rights or remedies that may be available to Licensor, at law or in equity. No waiver installment of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same rent or any other remedy at a later timeamount or amounts due hereunder provided, and so long as, no more than two (2) of such default notices shall be required of Landlord during any lease year.

Default and Remedies. Licensor and Licensee hereby agree that time is of the essence with respect If Tenant shall fail to the payment by Licensee of the License Fee and pay either Base Rent or additional rent when due, or any other monetary obligation sums of Licensee under this Agreement and the performance by Licensee of the termsmoney becoming due hereunder, covenants and conditions of this Agreement. If Licensee fails to pay the License Fee or other monetary obligation under this Agreement when due or otherwise defaults if Tenant shall default in the performance of any other of the terms, conditions, or covenants contained in this Lease Agreement to be observed or performed by it and conditions of this Agreementdoes not remedy such default within thirty (30) days after written notice thereof or does not, Licensor maywithin such thirty (30) days, at its option and in addition commence such act or acts as shall be necessary to all other remedies available under applicable law, terminate this Agreement. In the event of such remedy a default, which not curable within said thirty (30) days for reasons beyond the control of Tenant, and shall not complete such act or acts within sixty (60) days after written notice, or if Tenant shall become bankrupt or insolvent, or file any debtor proceedings, or file in any court pursuant to any statute, either of the United States or of any state a petition in bankruptcy or insolvency or for reorganization, or file or have filed against it a petition for the appointment of a receiver or trustee for all payments previously made by Licensee or substantially all of the assets of Tenant, of if Tenant makes an assignment, or if Tenant shall abandon the Premises or suffer the Lease to be taken under this Agreement will remain any writ of execution and such writ is not vacated or set aside within fifteen (15) days, then in any such event the property Landlord shall have immediate right of Licensor. Termination of Licensee's reentry without resort to legal process and the right to use terminate and cancel this Lease. If Landlord should elect to reenter as herein provided, or should it take possession pursuant to legal proceedings, it may either terminate this Lease or it may from time to time without terminating this Lease, relet the Equipment Area under this Agreement will not affect Licensee's obligation Premises for such term and at such rentals and upon such other terms and conditions as the Landlord may deem advisable. If such reletting shall yield rentals insufficient for any month to make all License Fee payments coming pay the rental due after by Tenant hereunder for that month, Tenant shall be liable to Landlord for the date of terminationdeficiency and same shall be paid monthly. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder No such reentry or taking possession of the Term will be applied first to any costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach Premises by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph Landlord shall be construed as an election to terminate this Lease unless written notice of such intention be given by the Landlord to the Tenant at the time of such reentry; but, notwithstanding any such reentry and reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach. If as a forfeiture result of a default hereunder, either Landlord or waiver Tenant shall institute legal proceedings for the enforcement of the same or any other remedy at a later timeparty’s obligations, the non-prevailing party shall pay all costs incurred by the prevailing party, including reasonable attorney’s fees.

Default and Remedies. Licensor and Licensee hereby agree that time is of the essence with respect to the payment by Licensee of the License Fee and any other monetary obligation of Licensee under this Agreement and the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee fails to pay the License Fee or other monetary obligation under this Agreement when due or otherwise defaults in the performance The occurrence of any of the termsfollowing shall be an event of default: (a) Sublessee’s failure to pay any rent or any other amount payable by Sublessee as and when due and Sublessee’s continued failure to cure such nonpayment for fifteen (15) days following written notification by Sublessor of such nonpayment; provided, covenants however, Sublessor shall not be required to provide written notice of monetary defaults more than twice in any 12‐ month period, and conditions accordingly an event of default shall occur upon Sublessee’s second failure to pay any rent or any other amount payable by Sublessee as and when due within any 12‐month period; (b) Sublessee’s failure to perform any other obligation of this AgreementSublease if such failure is not cured within thirty (30) days after notice of such default has been given to Sublessee by Sublessor; or (c) Sublessee’s continued breach of any term or condition of the Lease after Sublessee has been notified by Sublessor of said term or condition. Upon default, Licensor maySublessor shall have any or all of the following remedies, at its option and in addition to all other rights and remedies allowed to Lessor under the Lease and all rights and remedies now or hereafter available at law or equity: (i) Sublessor may terminate this Sublease by written notice to Sublessee unless any such default has been cured prior to such termination notice becoming effective. Any such termination by Sublessor shall not release Sublessee from the obligations contained herein, including the obligation to pay rent; or (ii) Sublessor shall be entitled to recover damages from Sublessee, including, but not limited to the balance of rent due under this Sublease for the remainder of the term of this Sublease, and if Sublessor relets the Subleased Property, the reasonable cost of re‐ letting the Subleased Property, including but not limited to the cost of the cleanup and removal of Sublessee’s property and equipment, and any other resulting expenses, together with any loss of rent suffered by Sublessor over the balance of the term of this Sublease following the default. These remedies, in addition to any other remedy available to Sublessor under applicable law, terminate this Agreement. In the event of such a default, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any costs and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later timecumulative. No failure or delay Pursuit by Licensor in the exercise Sublessor of any remedy provided for in this paragraph shall not be construed as a forfeiture or waiver deemed to constitute an election of the same or any other remedy at a later timeremedies.

Default and Remedies. Licensor and Licensee hereby agree that time is Section 9 of the essence Lease shall be deleted in its entirety and replaced with respect to the payment by Licensee of the License Fee and any other monetary obligation of Licensee under this Agreement and the performance by Licensee of the terms, covenants and conditions of this Agreement. following: If Licensee Lessee fails to pay the License Fee or other monetary obligation any rent due under this Agreement when due Lease within ten (10) days of receiving written notice from Lessor of such failure, or otherwise defaults Lessee fails to perform any other covenants or conditions contained in this Lease within thirty (30) days after receiving written notice from Lessor of such nonperformance (or if the performance default is of any such a nature that it cannot be cured within thirty (30) days, and Lessee fails to commence and pursue such cure with diligence within thirty (30) days of the termsreceiving such written notice of nonperformance from Lessor), covenants and conditions of this Agreement, Licensor may, at its option and then Lessee shall be in addition to all other remedies available under applicable law, terminate this Agreementdefault hereunder. In the event of such a defaultdefault and failure to cure by Lessee, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this AgreementLessor may, Licensor will have the rightat its option, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder exercise one or more of the Term will be applied first to any costs and expenses incurred in attempting to enforce following remedies (i) terminate this Agreement or in relicensing Lease; (ii) retake possession of the Equipment Area, including costs of court and attorneys' fees with respect theretoPremises without terminating the Lease; (iii) relet the Premises, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of (iv) pursue any other rights or remedies that may be available to Licensor, at law or in equity. No waiver In such event, Lessor shall use reasonable efforts to mitigate its damages. Lessor shall be in default under this Lease if Lessor fails to perform any covenant or obligation contained within this Lease within thirty (30) days after receiving written notice from Lessee of such nonperformance. In the event such nonperformance is not cured within said thirty (30) day period (or if the default is of such a nature that it cannot be cured within thirty (30) days, and Lessor fails to commence and pursue such cure with diligence within thirty (30) days of receiving such written notice of nonperformance from Lessee), Lessee may elect to cure such nonperformance and deduct the cost thereof from Lessee’s monthly rental obligation or terminate this Lease and pursue any and all remedies available to Lessee at law or in equity. In the event of any default or breach by Licensee hereunder dispute between the parties, the prevailing party shall be construed entitled to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor recover its attorneys’ fees and courts costs in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later timesuch dispute.

Default and Remedies. Licensor and Licensee hereby agree that time is Any of the essence with respect to following shall be deemed an “Event of Default” under this Lease: (a) If Tenant shall default in the payment of any installment of Monthly Base Rent, additional rent or other sum to be paid by Licensee Tenant hereunder (whether or not required to be paid to Landlord or a third party) or if Tenant shall fail to provide the insurance required to be provided by Tenant pursuant to Section 7.2 or otherwise fail to comply with the provisions of the License Fee Section 7.2, and any other monetary obligation such default shall continue for a period of Licensee under this Agreement and the performance by Licensee five (5) days after written notice thereof from Landlord to Tenant (which notice may consist of the terms, covenants and conditions of this Agreement. If Licensee fails a notice to pay the License Fee (or other monetary obligation under this Agreement when due perform) or otherwise defaults quit served on Tenant pursuant to applicable Unlawful Detainer statutes); or (b) if Tenant shall default in the performance or observance of any other term, covenant, agreement or obligation of this Lease to be performed or observed by Tenant, and such default shall continue for a period of thirty (30) days after written notice thereof by Landlord to Tenant (unless such default cannot, with the exercise of reasonable diligence, be cured within such thirty (30) day period in which event Tenant shall begin the cure within such thirty (30) day period, Tenant shall diligently and continuously continue the curing of such default and such default is cured within one hundred and eighty (180) days after such written notice) (which notice may consist of a notice to perform or quit served on Tenant pursuant to applicable Unlawful Detainer statutes); or (c) if any voluntary petition or similar pleading under any section or sections of the terms, covenants Bankruptcy Act or any Chapter thereof shall be filed by Tenant or any voluntary proceeding in any court or tribunal shall be instituted to declare Tenant insolvent or unable to pay Tenant’s debts; or (d) if any involuntary petition or similar pleading under any section or sections of the Bankruptcy Act or any Chapter thereof shall be filed against Tenant or any involuntary proceedings in any court or tribunal shall be instituted to declare Tenant insolvent or unable to pay Tenant’s debts and conditions of this Agreement, Licensor may, at its option and in addition to all other remedies available under applicable law, terminate this Agreement. In the event of such a default, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will same shall not affect Licensee's obligation to make all License Fee payments coming due be dismissed or discharged within one hundred twenty (120) days after the date of terminationinitiation of any such proceedings; or (e) if Tenant makes any assignment of its property for the benefit of creditors; or (f) should a material portion of Tenant’s trade fixtures, equipment, furnishings or other personal property located at the Premises be taken under a levy of execution or attachment in an action against Tenant and such levy of attachment is not dismissed and discharged within thirty (30) days. Upon termination If an Event of Licensee's right to use the Equipment Area under this AgreementDefault shall occur, Licensor will have the rightLandlord shall have, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder of the Term will be applied first in addition to any costs and expenses incurred in attempting other remedies available at law, without further notice to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect theretoTenant, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion without barring later election of any other rights remedy, any one or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver more of the same or any other remedy following remedies at a later time.Landlord’s election:

Default and Remedies. Licensor and Licensee hereby agree that time is Section 10 of the essence Lease shall be deleted in its entirety and replaced with respect to the payment by Licensee of the License Fee and any other monetary obligation of Licensee under this Agreement and the performance by Licensee of the terms, covenants and conditions of this Agreement. following: If Licensee Lessee fails to pay the License Fee or other monetary obligation any rent due under this Agreement when due Lease within ten (10) days of receiving written notice from Lessor of such failure, or otherwise defaults Lessee fails to perform any other covenants or conditions contained in this Lease within thirty (30) days after receiving written notice from Lessor of such nonperformance (or if the performance default is of any such a nature that it cannot be cured within thirty (30) days, and Lessee fails to commence and pursue such cure with diligence within thirty (30) days of the termsreceiving such written notice of nonperformance from Lessor), covenants and conditions of this Agreement, Licensor may, at its option and then Lessee shall be in addition to all other remedies available under applicable law, terminate this Agreementdefault hereunder. In the event of such a defaultdefault and failure to cure by Lessee, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this AgreementLessor may, Licensor will have the rightat its option, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder exercise one or more of the Term will be applied first to any costs and expenses incurred in attempting to enforce following remedies (i) terminate this Agreement or in relicensing Lease; (ii) retake possession of the Equipment Area, including costs of court and attorneys' fees with respect theretoPremises without terminating the Lease; (iii) relet the Premises, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of (iv) pursue any other rights or remedies that may be available to Licensor, at law or in equity. No waiver In such event, Lessor shall use reasonable efforts to mitigate its damages. Lessor shall be in default under this Lease if Lessor fails to perform any covenant or obligation contained within this Lease within thirty (30) days after receiving written notice from Lessee of such nonperformance. In the event such nonperformance is not cured within said thirty (30) day period (or if the default is of such a nature that it cannot be cured within thirty (30) days, and Lessor fails to commence and pursue such cure with diligence within thirty (30) days of receiving such written notice of nonperformance from Lessee), Lessee may elect to cure such nonperformance and deduct the cost thereof from Lessee’s monthly rental obligation or terminate this Lease and pursue any and all remedies available to Lessee at law or in equity. In the event of any default or breach by Licensee hereunder dispute between the parties, the prevailing party shall be construed entitled to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor recover its attorneys’ fees and courts costs in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later timesuch dispute.

Default and Remedies. Licensor and Licensee hereby agree that time is A. If default shall be made in the payment of the essence with respect to Rent or any installment thereof or in the payment by Licensee of the License Fee and any other monetary obligation of Licensee sum required to be paid by Tenant under this Agreement Lease (provided that written notice of non-payment shall be given prior to declaring a default for non-payment not more than one (1) time in any calendar year) or under the terms of any other agreement between Landlord and the performance by Licensee of the terms, covenants and conditions of this Agreement. If Licensee fails to pay the License Fee Tenant or other monetary obligation under this Agreement when due or otherwise defaults if default shall be made in the observance or performance of any of the termsother covenants or conditions in this Lease which Tenant is required to observe and perform and such other default shall continue for thirty (30) days after written notice to Tenant, covenants (or a longer period not to exceed an additional thirty (30) days if Tenant is diligently proceeding to cure and conditions such default reasonably cannot be cured within the initial thirty (30) days), or if a default involves a hazardous condition or material violation of Applicable Laws and Tenant does not commence to cure immediately upon written notice to Tenant, or if the interest of Tenant in this Lease shall be levied on under execution or other legal process, or if any voluntary petition in bankruptcy or for corporate reorganization or any similar relief shall be filed by Tenant, or if any involuntary petition in bankruptcy shall be filed against Tenant under any federal or state bankruptcy or insolvency act and shall not have been dismissed within thirty days from the 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 thirty days from the date of appointment, or if Tenant shall make an assignment for the benefit of creditors, or if Tenant shall admit in writing Tenant's inability to meet Tenant's debts as they mature, or if Tenant shall dissolve, begin winding up its affairs or cease its business operations, or if there shall be a material adverse change in the business or financial condition of Tenant that is likely to result in Tenant being unable to perform its obligations hereunder, or Tenant fails to maintain the insurance coverages required hereby, then Landlord may treat the occurrence of any one or more of the foregoing events as a breach of this AgreementLease, Licensor may, and thereupon at its option and may, with or without notice or demand of any kind to Tenant or any other person, have any one or more of the following described remedies, in addition to all other remedies available under applicable law, terminate this Agreement. In the event of such a default, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due after the date of termination. Upon termination of Licensee's right to use the Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other party applicable to the remainder of the Term will be applied first to any costs rights and expenses incurred in attempting to enforce this Agreement or in relicensing the Equipment Area, including costs of court and attorneys' fees with respect thereto, and then to the satisfaction of Licensee's obligations under this Agreement. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other default or breach of this Agreement at a later time. No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy at a later time.law: