Common use of Default Provisions Clause in Contracts

Default Provisions. In addition to any Default arising under Section 20.1 above, each of the following shall constitute a Default: (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten (10) days after written notice from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Lease; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Lease.

Default Provisions. 33.1 In addition the event that either party breaches any obligation under this Agreement (“the defaulting party”, the other party (the “aggrieved party”) shall be entitled to send a written notice to the defaulting party calling on the latter to rectify such breach within 7 days. 33.2 The defaulting party shall be obliged to make good the breach to which the said notice relates within 7 days of the receipt of the said notice. 33.3 If the defaulting party fails to comply with the said notice the aggrieved party shall be entitled to cancel this Agreement without prejudice to any Default arising under Section 20.1 above, each of other rights or remedies which the following shall constitute a Default: (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten (10) days after written notice from Landlord of such failure to pay on aggrieved party may have in law. 33.4 In the due date; provided, however, event that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent this Agreement is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except terminated as is otherwise provided below in this Section 20.2, if Tenant fails, whether contemplated by action or inaction, to timely comply with, or satisfy, any or clause 33.3 above all of the obligations imposed on Tenant of the defaulting party shall immediately become due (notwithstanding the fact that the date for such performance may not yet have arrived), and:- (1) In the event that the defaulting party is the Purchaser,:- (a) all monies paid by the Purchaser shall be retained in the trust account of the Conveyancers, pending determination of damages suffered by the Seller; (b) the Purchaser shall compensate the Seller for any additional damages which it may have suffered; (2) In the event that the defaulting party is the Seller, the defaulting party shall:- (a) compensate the Purchaser for any damages which it may have suffered. 33.5 If the Purchaser is in occupation of the Property at the time when the Agreement is cancelled the Purchaser shall immediately vacate the Property: (1) The obligation to vacate the Property will arise even if the Purchaser disputes the cancellation or asserts a right to continue to occupy for any reason. (2) If the Purchaser for any reason fails to vacate the Property after cancellation: (a) the Purchaser shall be obliged to perform obligations under this Lease Agreement as if it had not been cancelled; (other than b) the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord Occupational Rental shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not in these circumstances be deemed to be a “Default” for purposes an amount equivalent to double the Occupational Rental as defined in clause 11 of this Lease; the Covering Schedule; (c) the occurrence Seller’s acceptance of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there such performance shall be no notice required without prejudice to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and its rights; (d) Guarantor defaults under the Seller shall, in addition, be entitled to claim all damages flowing from such unlawful occupation, including but not limited to: (i) the fair and reasonable costs of restoring the Property to the condition in which it was at the Possession Date; (ii) damages for holding over from the date on which the Agreement was cancelled to the date on which the Property is restored to the Seller, clause (a) above having been complied with (“the Restoration Date”) ; (iii) payment of an amount equivalent to all Levies, rates and taxes and service charges and all other amounts which the Seller has had to pay during the subsistence of the holding over; (iv) such further damages as the Seller may have suffered as a consequence of the Purchaser’s holding over, including a loss of profits arising out of any subsequent sale which the Seller may prove would have been concluded but for the holding over. (v) If it is held by a competent court that the Seller unlawfully cancelled the Agreement, the Seller shall be liable to the Purchaser for such damages as he may prove he has suffered. 33.6 Should the Transfer be delayed as a consequence of a breach on the part of the Seller, without derogating from any other rights or all remedies of the Purchaser in terms of this Agreement, the Seller shall be liable to compensate the Purchaser in respect of said delay by compensation in the form of damages actually suffered by the Purchaser, and which flow naturally from the breach, up to a maximum of:- (1) interest at the prime rate plus 3% (three per cent) on the purchase price of the Property; (2) the pro rata rates and taxes payable in respect of the Property; (3) the pro rata levies payable in respect of the Property; for the period calculated from the date upon which the Purchaser would have been able to take Transfer of the Property up until the Transfer Date. 33.7 The Seller shall be deemed to not be in breach of its obligations under in the event that certain Guaranty the delay is occasioned by circumstances which are beyond its control, such as, for example, delays caused by rain, strikes, building supply delays and/or litigation which prevents the completion of Leasethe building and/or the Subject Matter and/or any delays by and/or the failure of any regulatory body to grant any permission which may be necessary and/or delays occasioned by the conveyancing process including delays which may arise as a result of the Conveyancers having to do batched transfers and/or to co-ordinate the lodgement of title deeds in the deeds office. 33.8 Should the Transfer be delayed as a consequence of a breach on the part of the Purchaser, dated then without derogating from any other rights or remedies of even the Seller in terms of this Agreement, the Purchaser shall be liable to compensate the Seller in respect of said delay by making payment to the Seller of:- (1) the pro rata rates and taxes, and the pro rata levies, payable in respect of the Property for the period calculated from the date herewith upon which the Seller would have been able to pass transfer until the Transfer Date (the “Guaranty”Delay Period); (2) Interest, and fails to cure same within in respect of the time periodDelay Period, if any, provided calculated at the prime rate plus 3% (three per cent) on: (a) the Purchase Price; (b) the estate agent's commission contemplated in clause 14 of the Covering Schedule (in the Guaranty event that this does not form part of the Purchase Price which is payable by the Purchaser); (each, a “Guaranty Default”); upon 3) Any other damages which the occurrence Seller may suffer. 33.9 In the event that Transfer is delayed for more than 6 months after the estimated transfer date referred to in clause 6 of any Guaranty Default, there the Covering Schedule either party shall be no entitled to cancel this Agreement by notice required in writing to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leaseother.

Default Provisions. In addition to any Default arising under Section 20.1 above, each Each of the following shall constitute a Defaultdefault by Tenant under this Lease: (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten (10) five days after written notice from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) five day period in which to cure any such failure; or (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b21.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, then Landlord shall not exercise its remedies under Section 21 22 unless such default remains uncured for more than 270 60 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Leasenotice; or (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within deliver to Landlord prior written notice (accompanied by an additional security deposit equal to two monthly installments of Base Rent) before Tenant vacates or abandons the time period, if any, provided in Premises during the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this LeaseTerm.

Default Provisions. In addition to any Default arising under Section 20.1 21.1 above, each of the following shall constitute a Default: (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten (10) five days after written notice from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) five day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b21.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, then Landlord shall not exercise its remedies under Section 21 22 unless such default remains uncured for more than 270 60 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Leasenotice; and, at Landlord’s election, (c) if Tenant vacates or abandons the occurrence of a default under any or all of Premises during the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this LeaseTerm.

Default Provisions. In addition to any Default arising under Section 20.1 above, each (a) Any of the following occurrences or acts shall constitute a Default: an event of default (aherein called an "EVENT OF DEFAULT") if under this Lease: (i) If Tenant, at any time during the continuance of this Lease (and regardless of the pendency of any bankruptcy, reorganization, receivership, insolvency or other proceedings, at law, in equity, or before any administrative tribunal, which have or might have the effect of preventing Tenant fails from complying with the terms of this Lease), shall (A) fail to pay Rent or make any other payment when due hereunder within of Basic Rent and such failure continues for ten (10) days after Business Days following written notice from Landlord to Tenant specifying such failure, (B) fail to make any payment when due of Additional Rent and such failure continues for twenty (20) Business Days following written notice from Landlord to Tenant specifying such failure, (C) fail to maintain any insurance required under this Lease and such failure continues for ten (10) Business Days following written notice from Landlord to Tenant specifying such failure, or (D) fail to observe or perform any other material provision hereof for thirty (30) Business Days following written notice from Landlord to Tenant specifying such failure, provided, that in the case of any default referred to in this Lease which is reasonably susceptible of cure but cannot with diligence be cured within such thirty (30) Business Day period, then, upon receipt by Landlord of a certificate of Tenant signed by an officer of Tenant stating the reason such default cannot be cured within thirty (30) Business Days, describing the efforts being undertaken by Tenant to cure such default and reasonably estimating the cure period, and provided that Tenant at all times proceeds with good faith due diligence to cure such default, the time within which such failure may be cured shall be extended for such period as may be necessary to complete the curing of the same with continuous, good faith due diligence (provided further that Tenant shall provide Landlord with an update of such failure original certificate, signed by an officer of Tenant, no less frequently than monthly, which update shall include a reasonably detailed description of what Tenant is continuing to pay on do and what Tenant has then accomplished, and a reasonable estimate of how long it will take to complete the due datecure); provided, however, that if or (ii) If any representation or warranty of Tenant set forth in this Lease or in any consecutive 12 month written certificate delivered pursuant to, or in connection with, this Lease shall prove to be incorrect in any material respect as of the time when the same shall have been made and as of the time when the incorrectness shall be discovered and if reasonably susceptible of cure shall not have been cured within thirty (30) Business Days after receipt of written notice to Tenant thereof, provided that, upon receipt by Landlord of a certificate of Tenant signed by an officer of Tenant stating the reason such incorrectness has not been cured within such thirty (30) Business Day period, describing the efforts being undertaken by Tenant shallto cure such default and reasonably estimating the cure period, on two and provided that Tenant at all times proceeds with good faith due diligence to cure such default, the time within which such incorrectness may be cured shall be extended for such period as may be necessary to complete the curing of the same with continuous, good faith due diligence (2provided further that Tenant shall provide Landlord with an update of such original certificate, signed by an officer of Tenant, upon Landlord's request, which update shall include a reasonably detailed description of what Tenant is continuing to do and what Tenant has then accomplished, and a reasonable estimate of how long it will take to complete the cure); or (iii) separate occasionsIf Tenant shall file a petition commencing a voluntary case under the Federal Bankruptcy Code or any other federal or state law (as now or hereafter in effect) relating to bankruptcy, fail insolvency, reorganization, winding-up or adjustment of debts (hereinafter singly a "BANKRUPTCY LAW" and collectively "BANKRUPTCY LAWS") or if Tenant shall (A) apply for or consent to pay the appointment of, or the taking of possession by, any installment receiver, custodian, trustee, United States Trustee or liquidator (or other similar official) of Rent the Premises or any part thereof or of any substantial portion of Tenant's property or (B) make a general assignment for the benefit of its creditors; or (iv) If an order for relief against Tenant shall be entered in any involuntary case under the Federal Bankruptcy Code or any similar order against Tenant shall be entered pursuant to any other Bankruptcy Law, or if a petition commencing an involuntary case against Tenant or proposing the reorganization of Tenant under any Bankruptcy Law shall be filed and not be discharged or denied within ninety (90) days after such filing, or if an order, judgment or decree by any court of competent jurisdiction approving or ordering (A) the liquidation, reorganization, dissolution, winding-up or adjustment of debts of Tenant, or (B) the appointment of a receiver, custodian, trustee, United States Trustee or liquidator (or any similar official) of the Premises or any part thereof or of Tenant or of any substantial portion of Tenant's property shall be entered and continue unstayed and in effect for ninety (90) days. (b) If an Event of Default shall have occurred and be continuing, Landlord shall have, in its sole discretion, the following rights: (i) To terminate the Term of this Lease by written notice to Tenant. Thereupon, the Term of this Lease and the estate hereby granted shall terminate on the date on which Landlord designates in such installment notice as completely and with the same effect as if such date were the date fixed herein for the expiration of the Term of this Lease, and all rights of Tenant hereunder shall terminate, but Tenant shall remain liable as provided herein. In the event of Landlord's termination of this Lease, Tenant shall pay to Landlord all Basic Rent and Additional Rent to and including the date of termination. (ii) If Landlord has terminated the Lease pursuant to clause (i) above, to (A) re-enter and repossess the Premises or any part thereof by summary proceedings, ejections or otherwise and (B) remove all persons and property therefrom. (iii) To use reasonable efforts to relet the Premises or any part thereof for the account of Tenant, in the name of Tenant or Landlord or otherwise, without notice to Tenant, for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the term of this Lease) and on such conditions (which may include concessions or free rent) and for such uses as Landlord, in its absolute discretion, may determine; provided Landlord shall not be required to make any effort to relet the Premises except as required by applicable law. Landlord may collect and receive any rents payable by reason of such reletting. If the Premises are relet by Landlord for the account of Tenant, Tenant shall be liable to Landlord for, and shall pay to Landlord, as damages (A) all Basic Rent and all Additional Rent as and when such amounts would be payable under this Lease by Tenant in the absence of any such reletting, together with all reasonable expenses of Landlord in connection with such reletting efforts, if any (including, without limitation, all reasonable repossession costs, brokerage commissions, reasonable attorneys' fees and expenses, and reasonable repair costs), less (B) the net proceeds, if any, of any reletting. Notwithstanding the foregoing, in the event any such reletting is duefor a term longer than the balance of the Term, then, Tenant shall be responsible for only a proportionate part of the expenses based on the third balance of the Term as compared to the fixed minimum term of the reletting. Tenant shall pay such occasion damages on the dates on which Rent would be payable under this Lease in the absence of such reletting, and Landlord shall be entitled to recover the same from Tenant on each occasion thereafter on which such date. (iv) without thereby waiving such Event of Default, Landlord may, but shall not be obligated to, take all action, including, without limitation, entry upon the Premises, to perform the obligation of Tenant hereunder immediately and without notice in the case of any emergency as may be reasonably determined by Landlord and upon five (5) business days' notice to Tenant in other cases. All reasonable expenses incurred by Landlord in connection therewith, including, without limitation, reasonable attorneys' fees to the extent actually incurred and expenses (including, without limitation, those incurred in connection with any appellate proceedings), shall fail constitute Additional Rent under this Lease and shall be paid by Tenant to pay Landlord upon demand. (v) In the event of the termination of the Term by reason of the occurrence of an installment Event of Rent on Default, whether or not Landlord shall have collected any damages pursuant to clause (i) above with respect to the date period prior to such installment of Rent is duetermination, Landlord shall be relieved entitled to recover from any obligation to provide notice to Tenant, and Tenant shall pay to Landlord on demand, as damages for Tenant's default and in lieu of all liquidated and other damages in respect of Basic Rent and Additional Rent due beyond the date of such termination, an amount equal to the sum of: (I) the excess of (a) the aggregate of all Basic Rent and Additional Rent, in each case from the date of such termination for what is or would have been, in the absence of such termination, the then unexpired Term, discounted on a monthly basis at an annual rate equal to the lesser of (1) the interest rate then chargeable prior to a default under the note secured by the first Mortgage less one percent (1%) or (2) the then quoted semi-annual yields (which shall be converted to monthly yields) on U.S. Treasury securities maturing nearest the end of the Term (as if no longer have a ten termination had occurred) (10the "DISCOUNT RATE") day period in which to cure any such failure; over (b) except the then fair rental value of the Premises for the same period, discounted on a monthly basis at the Discount Rate, plus (II) Landlord's other reasonable out-of-pocket expenses incurred as is otherwise provided below a result of such Event of Default. If any applicable law shall limit the amount of damages described in this Section 20.2Subparagraph 19(b) to less than the foregoing amount, if Tenant failsLandlord shall be entitled to the maximum amount allowable under such law. (c) No termination of this Lease pursuant to Subparagraph 19(b)(i), whether by action operation of law or inactionotherwise, to timely comply with, or satisfy, any or all and no repossession of the obligations imposed on Premises or any part thereof pursuant to Subparagraph 19(b)(ii) or otherwise, and no reletting of the Premises or any part thereof pursuant to Subparagraph 19(b)(iii), and no payment of any amounts by Tenant under Subparagraph 19(b) or the exercise by Landlord of any of its other rights under Subparagraph 19(b) shall relieve Tenant of any liabilities under this Lease (other than the obligation to pay Rent) for a period which by express provision of 30 days after Landlord’s delivery to Tenant of written notice of this Lease survive such default under expiration, termination, repossession, reletting or purchase. Nothing in this Section 20.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord Paragraph 19 shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be waive any duty of Landlord under applicable law to mitigate damages as a “result of an Event of Default” for purposes . (d) In the event of this Lease; (c) litigation between the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant parties with respect to the terms enforcement of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default Landlord's remedies under this Lease; , the losing party shall reimburse the prevailing party for all reasonable attorneys' fees and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (expenses incurred by the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leaseprevailing party with respect thereto.

Default Provisions. In addition to any Default arising Developer shall be in default under Section 20.1 above, each of the following shall constitute a Default: this Agreement if: (a) if Tenant Developer fails to pay Rent make any of the payments of money to the UG required by the terms of this Agreement, and Developer fails to cure or any other payment when due hereunder remedy the same within ten thirty (1030) days after the UG has given Developer written notice from Landlord of specifying such default; or (b) Developer fails to keep or perform any covenant or obligation herein contained on Developer's part to be kept or performed, and Developer fails to remedy the same within sixty (60) days after the UG has given Developer written notice specifying such failure to pay on the due dateand requesting that it be remedied; provided, however, that if in any consecutive 12 month event of default shall be such that it cannot be corrected within such period, Tenant shall, on two (2) separate occasions, fail to pay any installment it shall not constitute an event of Rent on the date default if corrective action is instituted by Developer within such installment of Rent is due, then, on the third such occasion period and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if diligently pursued until the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Leaseis corrected; or (c) Developer or any Affiliate shall file a voluntary petition under any bankruptcy law or an involuntary petition under any bankruptcy law is filed against any such party in a court having jurisdiction and said petition is not dismissed within sixty (60) days; or Developer or any Affiliate generally is not paying its debts as such debts become due; or Developer or any Affiliate makes an assignment for the occurrence benefit of its creditors; or a custodian, trustee or receiver is appointed or retained to take charge of and manage any substantial part of the assets of Developer or any Affiliate and such appointment is not dismissed within sixty (60) days; or any execution or attachment shall issue against Developer whereupon the Project, or any part thereof, or any interest therein of Developer under this Agreement shall be taken and the same is not released prior to judicial sale thereunder (each of the events described in this subparagraph being deemed a default under any or all the provisions of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”this Agreement); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and or (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (Developer breaches the “Guaranty”), representations and warranties set forth in this Agreement and fails to cure or correct same within fifteen (15) days following Developer's receipt of written notice from the time periodUG specifying such breach. In the event of such default, if anythe UG may take such actions, or pursue such remedies, as exist hereunder, or at law or in equity, and Developer covenants to pay and to indemnify the UG against all reasonable costs and charges, including attorneys' fees, lawfully and reasonably incurred by or on behalf of the UG in connection with the enforcement of such actions or remedies, provided that the UG is the prevailing party in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leasesuch actions.

Default Provisions. In addition Manager shall be in default under this Agreement if: 8.1.1 Manager fails to make any Default arising under Section 20.1 above, each of the following shall constitute payments of money when due as required by the terms of this Agreement; or 8.1.2 Manager fails in a Default: (a) if Tenant material manner to keep or perform any covenant or obligation herein contained on Manager's part to be kept or performed, and Manager fails to pay Rent or any other payment when due hereunder remedy the same within ten thirty (1030) days after Manager's receipt of written notice from Landlord of specifying such failure and that the UG considers such failure to pay on the due datebe material and requesting that it be remedied; provided, however, that if in any consecutive 12 month event of default shall be such that it cannot reasonably be corrected within such period, Tenant shallit shall not constitute an event of default if corrective action is instituted by Manager within such period and diligently pursued until the default is corrected; or 8.1.3 Manager or any Affiliates of Manager shall file a voluntary petition under any bankruptcy law or an involuntary petition under any bankruptcy law is filed against any such party in a court having jurisdiction and said petition is not dismissed within sixty (60) days; or Manager generally is not paying its debts as such debts become due; or Manager or any Affiliates of Manager make an assignment for the benefit of its creditors; or a custodian, on two trustee or receiver is appointed or retained to take charge of and manage any substantial part of the assets of Manager or any Affiliates of Manager and such appointment is not dismissed within sixty (260) separate occasionsdays; or any execution or attachment shall issue against Manager whereupon the Grocery Store Site, fail to pay the Grocery Store Improvements, or any installment part thereof, or any interest therein of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord Manager under this Agreement shall be relieved from any obligation taken and the same is not released prior to provide notice to Tenant, and Tenant shall then no longer have a ten judicial sale thereunder (10) day period in which to cure any such failure; (b) except as is otherwise provided below each of the events described in this Section 20.2, if Tenant fails, whether by action or inaction, subparagraph being deemed a default under the provisions of this Agreement); or 8.1.4 Manager breaches its representations and warranties set forth in this Agreement and Manager fails to timely comply with, or satisfy, any or all of remedy the obligations imposed on Tenant under this Lease same within thirty (other than the obligation to pay Rent30) for a period of 30 days after Landlord’s delivery to Tenant Manager's receipt of written notice of from the UG specifying such default under this Section 20.2(b)failure and requesting that it be remedied; provided, however, that if any event of default shall be such that it cannot reasonably be corrected within such period, it shall not constitute an event of default if corrective action is instituted by Manager within such period and diligently pursued until the default cannotis corrected. In the event of such default, the UG may take such actions, or pursue such remedies, as exist hereunder, or at law or in equity, and Manager covenants to pay and to indemnify the UG against all reasonable costs and charges, including reasonable attorneys' fees, lawfully and reasonably incurred by its natureor on behalf of the UG in connection with the enforcement of such actions or remedies. Without limiting the generality of the foregoing, be cured within such 30 day periodand in addition to and not to the exclusion of any other rights or remedies of the UG hereunder, but Tenant commences and diligently pursues a cure in the event of such default promptly which is not cured within the initial 30 day applicable cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of UG may terminate this Lease; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this LeaseAgreement.

Default Provisions. In addition to any Default arising under Section 20.1 above, each Each of the following shall constitute a Defaultdefault by Tenant under this Lease: (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten (10) five days after written notice from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) five day period in which to cure any such failure; or (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s 's delivery to Tenant of written notice of such default under this Section 20.2(bSECTION 21.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, then Landlord shall not exercise its remedies under Section 21 SECTION 22 unless such default remains uncured for more than 270 60 days after the initial delivery of Landlord’s 's original default notice and same shall not be deemed to be a “Default” for purposes of this Leasenotice; or (c) Tenant vacates or abandons the occurrence of a default under any or all of Premises during the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this LeaseTerm.

Default Provisions. In addition to any Default arising under Section 20.1 above, each (a) Each of the following events shall constitute a be deemed to be, and is referred to in this Lease as, an “Event of Default: ”: (a1) if A default by Tenant fails to pay in the due and punctual payment of (i) all Basic Rent or any other payment when due hereunder within ten (10) days after written notice from Landlord of such failure to pay due, by wire transfer, on the first business day of each calendar month, (ii) all Additional Charges (including but not limited to Tenant’s Additional Costs) as and when they become due dateas set forth herein, (iii) any amounts that become due and the entire balance due under the Promissory Note, representing the Security Deposit as set forth in Paragraph 19 hereof as and when such amounts become due, if applicable,; provided, however, that if in any consecutive 12 month period, Tenant shall, on two or (2) separate occasionsThe neglect or failure of Tenant to perform or observe any of the terms, fail covenants, or conditions contained in this Lease on Tenant’s part to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on be performed or observed (other than those referred to in paragraph (1) above for which Tenant shall fail does not have the right to pay an installment of Rent on the date such installment of Rent is due, a cure period) which if not remedied by Tenant within fifteen (15) business days after Landlord shall have given to Tenant written notice specifying such neglect or failure; if such condition can not practically be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten remedied within said fifteen (1015) day period Tenant shall have forty five days from the date of such notice to remedy the condition provided Tenant timely commences and diligently prosecutes such remedy unless the nature of such condition requires it to be remedied in which to cure any such failurea shorter period of time; or (b3) except as is otherwise provided below in this Section 20.2The assignment, if Tenant failstransfer, whether by action or inaction, to timely comply withmortgaging, or satisfy, encumbering of this Lease or the sub-leasing of any or all of the obligations imposed on Tenant under Leased Premises in a manner not strictly in accordance with and permitted by Section 15; or (4) The taking of this Lease or the Leased Premises, or any part thereof, upon execution or by other process of law directed against Tenant, or upon or subject to any attachment at the instance of any creditor of or claimant against Tenant, which execution or attachment shall not be discharged or disposed of within thirty (other than the obligation to pay Rent30) for a period of 30 days after Landlord’s delivery to Tenant the levy thereof; or (5) The abandonment of written notice of such default under this Section 20.2(b); providedthe Leased Premises, however, that if the default cannotin whole or in part, by its natureTenant, provided that no abandonment shall be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as considered to have occurred so long as Tenant continues to diligently pursue such a cure pay all amounts due Landlord, as and when due, and continues to completionmeet all other terms, Landlord shall not exercise its remedies conditions, and obligations of Tenant under Section 21 unless such default remains uncured for more than 270 days after this Lease, as reasonably determined by Landlord. (6) The failure of any sub-tenant occupying any portion of the initial delivery of Landlord’s original default notice Leased Premises to comply with each and same shall not be deemed to be a “Default” for purposes every provision of this Lease; . (cb) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon Upon the occurrence of an Other Lease Event of Default, there Landlord shall have the right, at its election, then or at any time thereafter while such Event of Default shall continue, either: (1) To give Tenant written notice that this Lease will terminate on a date to be specified in such notice, which date shall not be less than ten (10) business days after such notice, and on the date of such notice Tenant’s right to possession of the Leased Premises shall cease and this Lease shall thereupon be terminated, but Tenant shall remain liable as provided in subsection (c);or (2) Without demand or notice, to re-enter and take possession of the Leased Premises, or any part thereof, and repossess the same as of Landlord’s former estate and expel Tenant and those claiming through or under Tenant a right to occupy the Leased Premises, and remove the effects of both or either, either by summary proceedings, or by action at law or in equity or by force (if necessary) or otherwise, without being deemed guilty of any manner of trespass and without prejudice to any remedies for arrears of rent or preceding breach of covenant. If Landlord elects to re-enter the Leased Premises as set forth above, Landlord may terminate this Lease, or, from time to time, without terminating this Lease, may re-lease the Leased Premises, or any part thereof, as agent for Tenant for such term or terms and conditions as Landlord may deem advisable, with the right to make alterations and repairs to the Leased Premises. No such re-entry or taking of possession of the Leased Premises by Landlord shall be no construed as an election on Landlord’s part to terminate this Lease unless a written notice required to be delivered hereunder, nor shall any cure period be available of such intention is given to Tenant hereunder; ratheras set forth above or unless the termination thereof be decreed by a court of competent jurisdiction. Tenant waives any right to the service of any notice of Landlord’s intention to re-enter provided for by any present or future law. (c) If Landlord terminates this Lease pursuant to subsection (b), Landlord shall have the occurrence option to accelerate and declare the entire amount of an Other all Basic Rent and Additional Charges (including but not limited to Tenant’s Additional Costs) provided for herein until the date this Lease Default would have expired had such termination not occurred as the total rental set forth in Section (a) (1) of this Paragraph as due and payable forthwith. Tenant shall immediately constitute a Default under be liable (in addition to accrued liabilities) to the extent legally permissible for (i) the sum of (A) all Basic Rent and Additional Charges (including but not limited to Tenant’s Additional Costs) provided for in this Lease; Lease until the date this Lease would have expired had such termination not occurred, and (dB) Guarantor defaults under any or and all reasonable expenses incurred by Landlord in re-entering the Leased Premises, repossessing the same, making good any default of its obligations under that certain Guaranty of LeaseTenant, dated of even date herewith painting the same, adjoining the same with any adjacent space for any new tenants, putting the same in proper repair, re-letting the same (the “Guaranty”including any and all reasonable attorneys’ fees and disbursements and reasonable brokerage fees incurred with so doing), and fails to cure same within any and all expenses which Landlord may incur during the time period, if any, provided in occupancy of any new tenant (other than expenses of a type that are Landlord’s responsibility under the Guaranty (each, a “Guaranty Default”terms of this Lease); upon less (ii) the occurrence net proceeds of any Guaranty Defaultre-letting. In addition to the foregoing, there Tenant shall pay to Landlord such sums as the court which has jurisdiction thereover may adjudge reasonable as attorney’s fees with respect to any successful law suit or action instituted by Landlord to enforce the provisions of this Lease. Landlord shall have the right, at its sole option, to release the whole or any part of the Leased Premises for the whole of the un-expired Term, or longer, or from time to time for shorter periods, for any rental then obtainable, giving such concessions of rent and making such special repairs, alterations, decorations, and paintings for any new tenant as Landlord, in its sole and absolute discretion, may deem advisable. Tenant’s liability as aforesaid shall survive the institution of summary proceedings and the issuance of any warrant thereunder. Landlord shall be under no notice required obligation to be delivered hereunder, nor shall any cure period be available to Tenant hereunderre-lease the Leased Premises, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leaseagrees to use its best efforts to do so.

Default Provisions. In addition Upon the occurrence of an Event of Default, Landlord may elect to any Default arising under Section 20.1 above, each immediately terminate this Lease by serving a written notice upon Tenant. Each of the following events shall constitute a Default: be deemed an Event of Default by Tenant within the meaning of this Lease: (a1) if Tenant fails the failure to pay Rent any installment of Basic Rental or any other payment additional rent when due hereunder within and payable if such failure continues for ten (10) days after written notice from the Landlord that the same are due; (2) the failure to perform any of the other covenants or conditions of this Lease on the part of Tenant to be performed within thirty (30) days after notice from the Landlord of such failure to pay on the due date; provided, however, perform provided that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail such failure to pay any installment of Rent on the date such installment of Rent perform is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which not susceptible to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but thirty (30) days then so long as the Tenant commences such cure within thirty (30) days and diligently pursues such cure, such failure to perform shall not be an Event of Default; (3) the making of an assignment by Tenant for the benefit of its creditors; (4) the appointment of a cure receiver or trustee of such default promptly within all or part of Tenant's property; (5) the initial 30 day cure periodfiling of a petition in bankruptcy by Tenant; (6) the filing of a petition by or against Tenant for its reorganization or for an arrangement under any bankruptcy law or other law; or (7) the filing of or petition by Tenant to effect a composition or an extension of time to pay its debts; provided that if an event referred to in sections (4) and (6) above shall have been involuntary on the part of Tenant, thenthe Tenant shall have sixty (60) days to discharge the receiver or trustee or dismiss the petition after the appointment or filing. In the event that this Lease is terminated in the manner provided for in this paragraph 20, as long as or by court proceedings or otherwise, or in the event that the Premises, or any part thereof, shall be abandoned by Tenant continues to diligently pursue such a cure to completionduring the said term, Landlord or Landlord's agents, servants or representatives may, at any time after written notice to Tenant and the times set forth in this paragraph 20, reenter and resume possession of said Premises, or any part thereof, and remove all persons and property therefrom, by any suitable action or proceeding at law, without being liable for any damages therefor. No reentry by Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be an acceptance of a “Default” for purposes surrender of this Lease; (c) . The Landlord shall not have the occurrence right to distrain or the right to place a lien in or on any of a default under the property of the Tenant. The Landlord, upon the happening of any or of the events giving it the right to annul and cancel this Lease, shall be entitled to the benefit of all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more provisions of law not in conflict with this Lease for the Other Leases is not cured on a timely basis, pursuant to the terms speedy recovery of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default lands and tenements under this Lease; and (d) Guarantor defaults under any Lease held over by the Tenant in ▇▇▇▇▇▇ County, Maryland that are now in force or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall may hereafter be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leaseenacted.

Default Provisions. In addition to any Default arising under Section 20.1 above, each (a) Any of the following occurrences or acts shall constitute a Default: an event of default (each, an "EVENT OF DEFAULT") under this Lease: (i) if the Lessee shall fail to pay (a) any Fixed Rent within five days or Additional Rent within ten days after the date on which payment is due or (b) any other sum required to be paid hereunder on the date on which such payment is due; (ii) subject to the terms of paragraphs 11 and 18 relating to permitted contests, if Tenant fails the Lessee shall fail to pay any Charges when such payment shall become due or within any grace period provided for payment of such Charges; (iii) if the Lessee shall fail to comply with any Insurance Requirement; (iv) if the Lessee shall fail to comply with the requirements of paragraph 27(b) within the time periods provided therein; (v) if the Lessee shall grant, suffer to exist or create any Lien (other than Permitted Encumbrances) upon either Parcel, this Lease, or the Property or any part thereof or interest therein or upon any Fixed Rent, Additional Rent or other sum paid hereunder; (vi) if the Lessee shall fail to observe or perform any other covenant, condition or other provision hereof and such failure shall continue for fifteen (15) days after the earlier of (i) the date on which the Lessee becomes aware of such failure or (ii) notice by the Lessor, the Agent or the Trustee to the Lessee of such failure; PROVIDED, HOWEVER, that if such failure is of such nature that it cannot be corrected by the payment of money or otherwise within such 15-day period, such failure shall not constitute an Event of Default so long as (x) curative action reasonably satisfactory to the Lessor is instituted within such period and diligently pursued to completion thereafter and (y) periodic progress reports thereon are delivered to the Lessor; (vii) if an "Event of Default" (as defined in any such other Operative Document, but excluding any Unwind Event) under the Participation Agreement or any other payment when due hereunder within Operative Document shall have occurred; (viii) if the Lessee has elected not to purchase the Lessor's interest in the Property pursuant to paragraph 27(a)(ii), and if, ten (10) days after written notice from Landlord of such failure Business Days before the Expiration Date, either (a) the Lessee is then rebuilding or restoring, or would be required by the terms hereof to pay on rebuild or restore, the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2Property pursuant to paragraph 12(c) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; hereof or (b) a temporary Condemnation has occurred and is scheduled to continue after the Expiration Date; (ix) if any Operative Document shall for any reason no longer be in full force and effect (except as if such is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all the result of a purchase of the obligations imposed on Tenant under Property by the Lessee pursuant to this Lease Lease); (other than x) if the obligation to pay Rent) Lessee shall have abandoned the Property or the Improvements or if the Property or the Improvements become vacant for a period of 30 days thirty (30) consecutive days; (xi) if the Lessee shall lose any real property interests, licenses or rights to access it currently holds with respect to any sites on which any portion of the Improvements are from time to time located and such loss would prevent the Lessee from using such Improvements as contemplated by the Operative Documents or hinder the enforcement of the Trustee's remedies under the Services Agreement. (b) The Lessor may take all steps to protect and enforce the rights of the Lessor or obligations of the Lessee hereunder, whether by action, suit or proceeding at law or in equity (for the specific performance of any covenant, condition or agreement contained in this Lease, or in aid of the execution of any power herein granted or for any foreclosure, or for the enforcement of any other appropriate legal or equitable remedy) or otherwise as the Lessor shall deem necessary or advisable. (i) If an Event of Default shall have occurred and be continuing, including an Event of Default arising from the breach of a covenant, condition or other provision hereof, then upon five (5) Business Days' prior written notice by the Lessor to the Lessee, in addition to all other rights, remedies or recourses available, the Lessor may either (A) terminate this Lease or (B) terminate the Lessee's right to possession of the Property or any part thereof. If Lessor should elect to terminate this Lease as provided in subparagraph (c)(i)(A) above, then this Lease and the estate hereby granted shall expire and terminate at midnight on the fifth (5th) Business Day (or such later date as may be specified therein) after Landlord’s delivery the date of such notice, as fully and completely and with the same effect as if such date was the date herein fixed for the expiration of the Term and all rights of the Lessee shall terminate, but the Lessee shall remain liable as hereinafter provided. (ii) Should the Lessor elect not to Tenant terminate this Lease, this Lease shall continue in effect and Lessor may enforce all Lessor's rights and remedies under this Lease including the right to recover the Fixed and Additional Rent as each becomes due under this Lease. For the purposes hereof, the following do not constitute a termination of written this Lease: (A) Acts of maintenance or preservation of the Property or any part thereof or efforts to relet the Property or any part thereof, including, without limitation, termination of any sublease of the Property to a third party and removal of such subtenant from the Property; and/or (B) The appointment of a receiver upon initiative of the Lessor to protect the Lessor's interest under this Lease. (d) If an Event of Default shall have occurred and be continuing, and the Lessor has elected to terminate this Lease or terminate the Lessee's right to possession of the Property or part thereof, upon five (5) Business Days' notice, Lessor shall have (i) the right, whether or not this Lease shall have been terminated pursuant to paragraph 19(c) hereof, to re-enter and repossess the Property or any part thereof, as the Lessor may elect, by summary proceedings, ejectment, any other legal action or in any other lawful manner the Lessor determines to be necessary or desirable and (ii) the right to remove all Persons and property therefrom. The Lessor shall be under no liability by reason of any such re-entry, repossession or removal. No such re-entry or repossession of the Property or any part thereof shall be construed as an election by the Lessor to terminate this Lease unless a notice of such default termination is given to the Lessee pursuant to paragraph 19(c) hereof, or unless such termination is decreed by a court or other governmental tribunal of competent jurisdiction. Should the Lessor elect to re-enter the Property as herein provided or should the Lessor take possession pursuant to legal proceedings or pursuant to any notice provided for by Law or upon termination of this Lease of the Lessee's right to possession of the Property or any part thereof pursuant to paragraph 19(c) hereof or otherwise as permitted by Law, the Lessee shall peaceably quit and surrender the Property or any part thereof to the Lessor. In any such event, neither the Lessee nor any Person claiming through or under this Section 20.2(b); provided, however, that if the default cannotLessee, by its naturevirtue of any Law, shall be cured within entitled to possession or to remain in possession of the Property or any such 30 day periodpart thereof, but Tenant commences shall forthwith quit and diligently pursues a cure surrender the Property to the Lessor. (e) At any time or from time to time after the re-entry or repossession of the Property or any part thereof pursuant to paragraph 19(d) hereof, whether or not this Lease shall have been terminated pursuant to paragraph 19(c) hereof, the Lessor may (but shall be under no obligation to) relet the Property or any part thereof, for the account of the Lessee, without notice to the Lessee, for such term or terms and on such conditions and for such uses as the Lessor, in its sole and absolute discretion, may determine. The Lessor may collect and receive any rents payable by reason of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same reletting. The Lessor shall not be deemed liable for any failure to be a “Default” relet the Property or any part thereof or for purposes any failure to collect any rent due upon any such reletting. (f) No termination of this Lease; Lease or of the Lessee's right to possession of the Property or any part thereof pursuant to paragraph 19(c) hereof, or by operation of Law, and no re-entry or repossession of the Property or any part thereof, pursuant to paragraph 19(d) hereof, and no reletting of the Property or any part thereof pursuant to paragraph 19(e) hereof, shall relieve the Lessee of its liabilities and obligations hereunder, all of which shall survive such termination, re-entry, repossession or reletting. (cg) In the event of any termination of this Lease or of the Lessee's right to possession of the Property or any part thereof by reason of the occurrence of any Event of Default, the Lessee shall pay to the Lessor all Fixed Rent, Additional Rent and other sums required to be paid to and including the date of such termination of this Lease or of the Lessee's right to possession; and thereafter, until the end of the Term, whether or not the Property or any part thereof shall have been relet, the Lessee to the extent permitted by applicable Law shall be liable to the Lessor for, and shall pay to the Lessor, on the days on which such amounts would be payable under this Lease in the absence of such termination, re-entry or repossession, as agreed current damages and not as a default penalty: all Fixed Rent, Additional Rent and other sums which would be payable under this Lease by the Lessee, in the absence of such termination, re-entry or repossession, and all costs (including attorneys' fees and expenses incurred by the Lessor hereunder (payable on demand)) and all costs of any environmental remediation required by Environmental Law. To the extent permitted by Law, at such time after the termination or expiration of this Lease as the Lessee shall have paid all amounts required to be paid by it under this Lease and the Lessor shall have discharged any and all obligations to the Holders from time to time of the Instruments, then the Lessor shall pay to the Lessee, when received, the net proceeds, if any, of any reletting effected for the account of the Lessee pursuant to paragraph 19(e), after deducting from such proceeds all of the leases scheduled on Exhibit D Lessor's expenses in connection with such reletting (“Other Leases”including, but not limited to, all repossession costs, brokerage commissions, attorneys' fees and expenses, employees' expenses, alteration costs and expenses of preparation for such reletting and all costs at any environmental remediation required by Environmental Law). (h) Notwithstanding the foregoing, which default under one or more if an Event of Default shall have occurred, the Lessee may within five (5) Business Days of the Other Leases is not cured on a timely basisearliest of the Lessor's, pursuant Agent's or Trustee's notice of such occurrence thereafter pay to the terms Lessor an amount equal to the Offer Purchase Price in which event the Lessor shall be obliged to convey the Property to Lessee in compliance with paragraph 15. (i) At any time after such termination of the applicable Other Lease(s) (“Other Term of this Lease Default”); upon or re-entry or repossession of the Property by reason of the occurrence of an Other Lease Event of Default, there the Lessor shall be no notice required entitled to be delivered hereunderrecover from the Lessee, nor shall and the Lessee will pay to the Lessor on demand, in lieu of all liquidated damages in respect of Fixed Rent beyond the date of such demand (but in addition to any cure period be available claim for current damages in respect of Fixed Rent prior to Tenant hereunder; rather, the occurrence date of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”such demand), and fails an amount equal to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this LeaseTermination Value.

Default Provisions. In addition to any Default arising under Section 20.1 above, each Each of the following shall constitute a Default: default by Tenant under this Lease: (a) if Tenant fails to pay Rent or any other payment AS AND when due hereunder within ten (10) days after written notice from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failurehereunder; (b) except as is otherwise provided below in this Section 20.2TENANT'S ABANDONMENT OF THE LEASED PREMISES PROVIDED, if HOWEVER, TENANT SHALL NOT BE DEEMED TO HAVE ABANDONED THE LEASED PREMISES IF TENANT VACATES THE LEASED PREMISES BUT CONTINUES TO OPERATE THE AIR-CONDITIONING SYSTEMS AT REASONABLE TEMPERATURE SETTINGS AND OTHERWISE CONTINUES TO MAINTAIN THE LEASED PREMISES, AND CONTINUES TO PAY RENT AND ADDITIONAL RENT, AS REQUIRED HEREIN; or (c) Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s 's delivery to Tenant of written notice of such default under this Section 20.2(b21.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, then Landlord shall not exercise its remedies under Section 21 22 unless such default remains uncured for more than 270 60 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Lease; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Lease's notice.

Default Provisions. In addition to any Default arising under Section 20.1 above, each (a) Any of the following occurrences or acts shall constitute a an event of default (herein called an "Event of Default: ") under this Lease: (ai) if If Tenant, at any time during the continuance of this Lease (and regardless of the pendency of any bankruptcy, reorganization, receivership, insolvency or other proceedings, at law, in equity, or before any administrative tribunal, which have or might have the effect of preventing Tenant fails from complying with the terms of this Lease), shall (A) fail to pay Rent or make any other payment when due hereunder within ten of Basic Rent and such failure continues for five (105) days after written notice from Landlord to Tenant thereof, (B) fail to make any payment when due of Additional Rent and such failure continues for fifteen (15) business days following receipt of written notice to Tenant thereof, (C) fail to maintain any insurance required under this Lease, or (D) fail to observe or perform any other provision hereof for thirty (30) business days after written notice to Tenant of such failure has been given, provided, that in the case of any default referred to in this Lease which is reasonably susceptible of cure but cannot with diligence be cured within such thirty (30) business day period, then, upon receipt by Landlord of a certificate of Tenant signed by an officer of Tenant stating the reason such default cannot be cured within thirty (30) business days, describing the efforts being undertaken by Tenant to cure such default and reasonably estimating the cure period, and provided that Tenant at all times proceeds with good faith due diligence to cure such default, the time within which such failure may be cured shall be extended for such period as may be necessary to complete the curing of the same with continuous, good faith due diligence (provided further that Tenant shall provide Landlord with an update of such original certificate, signed by an officer of Tenant, no less frequently than monthly, which update shall include a reasonably detailed description of what Tenant is continuing to do and what Tenant has then accomplished, and a reasonable estimate of how long it will take to complete the cure); or (ii) If any representation or warranty of Tenant set forth in this Lease or in any notice, certificate, demand, request or other instrument delivered pursuant to, or in connection with, this Lease shall prove to be incorrect in any material respect as of the time when the same shall have been made and as of the time when the incorrectness shall be discovered and if reasonably susceptible of cure shall not have been cured within thirty (30) business days after receipt of written notice to Tenant thereof, provided that, upon receipt by Landlord of a certificate of Tenant signed by an officer of Tenant stating the reason such incorrectness has not been cured within such thirty (30) business day period, describing the efforts being undertaken by Tenant to cure such default and reasonably estimating the cure period, and provided that Tenant at all times proceeds with good faith due diligence to cure such default, the time within which such incorrectness may be cured shall be extended for such period as may be necessary to complete the curing of the same with continuous, good faith due diligence (provided further that Tenant shall provide Landlord with an update of such original certificate, signed by an officer of Tenant, upon Landlord's request, which update shall include a reasonably detailed description of what Tenant is continuing to do and what Tenant has then accomplished, and a reasonable estimate of how long it will take to complete the cure) but in no event shall the allowable cure period exceed one hundred eighty (180) days; or (iii) If Tenant shall file a petition commencing a voluntary case under the Federal Bankruptcy Code or any other federal or state law (as now or hereafter in effect) relating to bankruptcy, insolvency, reorganization, winding-up or adjustment of debts (hereinafter singly a "Bankruptcy Law" and collectively "Bankruptcy Laws") or if Tenant shall (A) apply for or consent to the appointment of, or the taking of possession by, any receiver, custodian, trustee, United States Trustee or liquidator (or other similar official) of the Premises or any part thereof or of any substantial portion of Tenant's property, or (B) generally not pay its debts as they become due, or admit in writing its inability to pay its debts generally as they become due or (C) make a general assignment for the benefit of its creditors, or (D) fail to controvert in timely and appropriate manner, or in writing acquiesce to, any petition commencing an involuntary case against Tenant or otherwise filed against Tenant pursuant to any Bankruptcy Law, or (E) take any action in furtherance of any of the foregoing; or (iv) If an order for relief against Tenant shall be entered in any involuntary case under the Federal Bankruptcy Code or any similar order against Tenant shall be entered pursuant to any other Bankruptcy Law, or if a petition commencing an involuntary case against Tenant or proposing the reorganization of Tenant under any Bankruptcy Law shall be filed and not be discharged or denied within ninety (90) days after such filing, or if a proceeding or case shall be commenced in any court of competent jurisdiction seeking (A) the liquidation, reorganization, dissolution, winding-up or adjustment of debts of Tenant, or (B) the appointment of a receiver, custodian, trustee, United States Trustee or liquidator (or any similar official) of the Premises or any part thereof or of Tenant or of any substantial portion of Tenant's property, or (C) any similar relief as to Tenant pursuant to any Bankruptcy Law, and any such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect for ninety (90) days. (b) If an Event of Default shall have happened and be continuing, Landlord shall have, in its sole discretion, the following rights: (i) To terminate the Term of this Lease by written notice to Tenant. Thereupon, the Term of this Lease and the estate hereby granted shall terminate on the date on which Landlord sends such notice as completely and with the same effect as if such date were the date fixed herein for the expiration of the term of this Lease, and all rights of Tenant hereunder shall terminate, but Tenant shall remain liable as provided herein. (ii) To (A) re-enter and repossess the Premises or any part thereof by force, summary proceedings, ejections or otherwise and (B) remove all persons and property therefrom, whether or not the Lease has been terminated pursuant to clause (i) above, Tenant hereby expressly waiving any and all notices to quit, cure or vacate provided by current or any future law. Landlord shall have no liability by reason of any such re-entry, repossession or removal. No such re-entry or taking of possession of the Premises by Landlord shall be construed as an election on Landlord's part to terminate the Term of this Lease unless a written notice of such intention be given to Tenant pursuant to clause (i) above. (iii) To use reasonable efforts to relet the Premises or any part thereof for the account of Tenant, in the name of Tenant or Landlord or otherwise, without notice to Tenant, for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the term of this Lease) and on such conditions (which may include concessions or free rent) and for such uses as Landlord, in its absolute discretion, may determine; provided Landlord shall not be required to make any effort to relet the Premises except as required by applicable law. Landlord may collect and receive any rents payable by reason of such reletting. Landlord shall not be responsible or liable for any failure to relet the Premises or any part thereof or for any failure to collect any rent due dateupon any such reletting. (iv) In the event of re-entry or repossession of the Premises or removal of persons or property therefrom by reason of the occurrence of an Event of Default, Tenant shall pay to Landlord all Basic Rent and Additional Rent, in each case to and including the date of such re- entry, repossession or removal; providedand, howeverthereafter, that if in any consecutive 12 month perioduntil the Term has expired or has been terminated, Tenant shall, on two whether or not the Premises shall have been relet, be liable to Landlord for, and shall pay to Landlord, as liquidated and agreed current damages (2A) separate occasionsall Basic Rent and all Additional Rent as and when such amounts would be payable under this Lease by Tenant in the absence of any such re-entry, fail repossession or removal, together with all expenses of Landlord in connection with such reletting efforts, if any (including, without limitation, all repossession costs, brokerage commissions, reasonable attorneys' fees and expenses, employee's expenses, alteration costs and expenses of preparation for such reletting), less (B) the net proceeds, if any, of any reletting effected for the account of Tenant pursuant to pay Subparagraph 20(b)(iii) above. Notwithstanding the foregoing, in the event any installment such reletting is for a term longer than the balance of Rent the Term, Tenant shall be responsible for only a proportionate part of the expenses based on the date balance of the Term as compared to the fixed minimum term of the reletting. Tenant shall pay such installment of Rent is due, then, liquidated and agreed current damages on the third dates on which Rent would be payable under this Lease in the absence of such occasion re-entry, repossession or removal, and Landlord shall be entitled to recover the same from Tenant on each occasion thereafter on which Tenant such date. (v) In the event of the termination of the Term by reason of the occurrence of an Event of Default, whether or not Landlord shall fail have collected any damages pursuant to pay an installment of Rent on clause (iv) above with respect to the date period prior to such installment of Rent is duetermination, Landlord shall be relieved entitled to recover from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten pay to Landlord on demand, as and for liquidated and agreed final damages for Tenant's default and in lieu of all liquidated and agreed current damages in respect of Basic Rent and Additional Rent due beyond the date of such termination (10it being agreed that it would be impracticable or extremely difficult to fix the actual damages), an amount equal to the sum of (A) day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2the excess, if Tenant failsany, whether by action of (I) the aggregate of all Basic Rent and Additional Rent, in each case from the date of such termination for what is or inactionwould have been, in the absence of such termination, the then unexpired Term, discounted on a monthly basis at the then quoted semi- annual yields (which shall be converted to timely comply with, or satisfy, any or all monthly yields) on U.S. Treasury securities maturing nearest the end of the obligations imposed Term (as if no termination had occurred) (the "Discount Rate") over (II) the then fair rental value of the Premises for the same period, discounted on Tenant a monthly basis at the Discount Rate, plus (B) the amount of all Prepayment Premiums which may be payable to any Mortgagee due to a default or required prepayment under this Lease any Mortgage (or under any other loan document entered into in connection with or pursuant to such Mortgage) which results from such Event of Default or termination of the Lease, plus (C) Landlord's other expenses incurred as a result of such Event of Default. If any applicable law shall limit the amount of liquidated final damages to less than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completionforegoing amount, Landlord shall not exercise its remedies be entitled to the maximum amount allowable under Section 21 unless such default remains uncured for more than 270 days after law. In no event will Landlord be obligated to pay any amount to Tenant or otherwise account to Tenant if the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes amount specified in clause (A)(II) of this Lease; Subparagraph 20(b)(v) is greater than the amount specified in clause (cA)(I) of this Subparagraph 20(b)(v). Tenant agrees that the occurrence credit provided to Tenant under clause (A)(II) of a default under this Subparagraph 20(b)(v) shall fulfill any or all of obligation imposed by law on Landlord to mitigate its damages. (vi) To accept Tenant's irrevocable purchase offer to purchase the leases scheduled on Exhibit D (“Other Leases”), Premises which default under one or more of Tenant shall be conclusively presumed to have made at the Other Leases is not cured on a timely basis, price determined pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); Exhibit 15-1 upon the occurrence of an Other Lease Default, there Event of Default (the "Default Purchase Offer"). The Default Purchase Offer shall be deemed to contain a closing date of sixty (60) days following the Event of Default and the purchase shall be governed by the terms and conditions set forth in Exhibit 15-2. (c) No termination of this Lease pursuant to Subparagraph 20(b)(i), by operation of law or otherwise, and no notice required repossession of the Premises or any part thereof pursuant to be delivered Subparagraph 20(b)(ii) or otherwise, and no reletting of the Premises or any part thereof pursuant to Subparagraph 20(b)(iii), and no payment of any amounts by Tenant under Subparagraph 20(b) or the exercise by Landlord of any of its other rights under Subparagraph 20(b) shall relieve Tenant of either (i) its liabilities and obligations hereunder, nor all of which shall survive such expiration, termination, repossession, reletting or purchase or (ii) any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default liabilities under this Lease; and Lease which by express provision of this Lease survive such expiration, termination, repossession, reletting or purchase. (d) Guarantor defaults under Tenant shall reimburse Landlord from time to time upon demand for all costs and expenses incurred by Landlord in successfully enforcing any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default Landlord's rights under this Lease, including reasonable attorneys' fees and expenses.

Default Provisions. In addition to any Default arising under Section 20.1 21.1 above, each of the following shall constitute a Default: (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten (10) five days after written notice from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 twelve (12) month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten five (105) day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 thirty (30) days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b21.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 thirty (30) day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 thirty (30) day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, then Landlord shall not exercise its remedies under Section 21 22 unless such default remains uncured for more than 270 sixty (60) days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Leasenotice; and, at Landlord’s election, (c) if Tenant vacates or abandons the occurrence of a default under any or all of Premises during the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this LeaseTerm.

Default Provisions. In addition to any Default arising under Section 20.1 above, each Each of the following shall constitute a Defaultdefault by Tenant under this Lease: (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten (10) five days after written notice from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent Relit on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) five day period in which to cure any such failure; or (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 of30 days after Landlord’s 's delivery to Tenant of written notice of such default under this Section 20.2(b21.2(b ); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, then Landlord shall not exercise its remedies under Section 21 22 unless such default remains uncured for more than 270 60 days after the initial delivery of Landlord’s 's original default notice and same shall not be deemed to be a “Default” for purposes of this Lease; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leasenotice.

Default Provisions. In addition to any Default arising The Foundation shall be in default under Section 20.1 above, each of the following shall constitute a Default: this Agreement if: (a) if Tenant The Foundation fails to pay Rent make any of the payments of money required by the terms of this Agreement and the Foundation fails to cure or any other payment when due hereunder remedy the same within ten (10) days after the City has given the Foundation written notice from Landlord of specifying such default; or (b) The Foundation fails to keep or perform any covenant or obligation herein contained on the Foundation’s part to be kept or performed, and the Foundation fails to remedy the same within thirty (30) days after the City has given the Foundation written notice specifying such failure to pay on the due dateand requesting that it be remedied; provided, however, that if in any consecutive 12 month default shall be such that it cannot be corrected within such period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on it shall not constitute a default if corrective action is instituted by the date Foundation within such installment of Rent is due, then, on the third such occasion period and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if diligently pursued until the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Leaseis corrected; or (c) The Foundation shall file a voluntary petition under any bankruptcy law or an involuntary petition under any bankruptcy law is filed against any such party in a court having jurisdiction and said petition is not dismissed within sixty (60) days; or the occurrence Foundation generally is not paying its debts as such debts become due; or the Foundation or makes an assignment for the benefit of its creditors; or a custodian, trustee or receiver is appointed or retained to take charge of and manage any substantial part of the assets of the Foundation and such appointment is not dismissed within sixty (60) days; or any execution or attachment shall issue against the Foundation whereupon the Museum, or any part thereof, or any interest therein of the Foundation under this Agreement shall be taken and the same is not released prior to judicial sale thereunder (each of the events described in this subparagraph being deemed a default under any the provisions of this Agreement). In the event of such default, the City may take such actions, or pursue such remedies, as exist hereunder, or at law or in equity, and the Foundation covenants to pay and to indemnify the City against all reasonable costs and charges, including attorneys’ fees, lawfully and reasonably incurred by or on behalf of the leases scheduled on Exhibit D (“Other Leases”), which default under one City in connection with the enforcement of such actions or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leaseremedies.

Default Provisions. In addition to any Default arising under Section 20.1 above, each Each of the following shall constitute a Defaultdefault by Tenant under this Lease: (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten (10) five days after written notice from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) five day period in which to cure any such failure; or (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b21.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, then Landlord shall not exercise its remedies under Section 21 22 unless such default remains uncured for more than 270 60 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Lease; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leasenotice.

Default Provisions. In addition to any Default arising under Section 20.1 21.1 above, each of the following shall constitute a Default: (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten (10) five days after written notice from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) five day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b21.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, then Landlord shall not exercise its remedies under Section 21 22 unless such default remains uncured for more than 270 60 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Leasenotice; and, at Landlord’s election, or (c) if Tenant vacates or abandons the occurrence of a default under any or all of Premises during the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this LeaseTerm.

Default Provisions. In addition to (A) Tenant shall be in "Default" if any Default arising under Section 20.1 above, each one or more of the following events shall constitute happen: (1) If default shall be made by Tenant in the due and punctual payment of any rent due under this Lease when and as the same shall become due and payable and such default shall continue for a Default: period of five (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten (105) days after receipt of written notice thereof from Landlord of such failure Owner to pay on the due dateTenant; provided, however, that if in any consecutive 12 month period, Tenant shall, on two or (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord If default shall be relieved made by Tenant in the performance of or compliance with any of the terms, conditions, covenants or obligations contained in this Lease to be observed and performed by Tenant other than those referred to in the foregoing clause (1), and such default shall continue for a period of thirty (30) days after receipt of written notice thereof from any obligation to provide notice owner to Tenant, and Tenant shall then no longer have a ten (10) or where such default is curable but cannot be cured within such 30-day period if Tenant, within such period, shall not have commenced with due diligence and dispatch the curing of such default or thereafter shall fail or neglect to prosecute or complete with due diligence and dispatch the curing of such default. If a Default occurs, Owner shall have the immediate right, in which addition to cure any such failure; its other rights and remedies, at Owner's election: (bi) except as is otherwise provided below in Tenant's legal representative, without terminating this Section 20.2, if Tenant fails, whether by action or inactionLease, to timely comply withmake such alterations and repairs as Owner shall determine may be reasonably necessary to relet the Demised Premises, and to relet the same or satisfyany part thereof for such term or terms (which may be for a term extending beyond the term of this Lease) and upon such other terms and conditions as Owner in its reasonable discretion may deem advisable. Upon each reletting, all rentals received by Owner from such reletting shall be applied, first, to the payment of any or all of the obligations imposed on Tenant indebtedness other than rent due under this Lease from Tenant to Owner; second, to the payment of any reasonable costs and expenses of such reletting, including brokerage fees and attorneys' fees and costs of such alterations and repairs; and third, to the payment of rent due and unpaid hereunder. If such rentals and other charges received from such reletting during any month are less than those to be paid for that month by Tenant hereunder, Tenant shall pay any such deficiency to Owner and such deficiency shall be calculated and paid monthly, or (other than ii) to terminate this Lease and enter into and upon the Demised Premises and take possession of the same, and Owner may hold and retain the Demised Premises as of its first or former estate. If Owner takes possession of the Demised Premises in accordance herewith, Owner shall be entitled to recover "damages" (as hereinafter defined) from Tenant on account of Tenant's default. For the purposes of this subsection, "damages" shall mean the difference, if any, by which the Minimum Rent and additional rent for the remaining term of this Lease exceed the then current fair market rental value of the Demised Premises discounted to the date of the default utilizing an interest rate equal to the Commerce Bank of Kansas City prime rate then in effect. (B) Upon obtaining possession of the Demised Premises by Owner under the provisions aforesaid, whether or not Owner elects to terminate this Lease, all deposits made by Tenant with utility companies, all rights of Tenant under insurance policies, and claims for refund of any Real Estate Taxes or any pending claims for insurance proceeds or Condemnation awards (collectively "Tenant Sums") shall be deemed to be and are hereby assigned and transferred to Owner. Owner shall apply all Tenant Sums obtained pursuant to this section to reduce any outstanding monetary obligations owed by Tenant to Owner pursuant to this Lease. (C) Owner shall be in "Default" if Owner fails to substantially comply with any material term or condition or fulfill any material obligation of the Lease within 30 days after receipt of written notice by Tenant specifying the nature of the default with reasonable particularity. If the default is of such a nature that it cannot be completely remedied within the 30-day period, this provision shall be complied with if Owner begins correction of the default within the 30-day period and thereafter proceeds with reasonable diligence and in good faith to pay Rent) effect the remedy as soon as practicable. If such material failure or non-performance shall continue for a period of 30 days after Landlord’s delivery to Tenant of written from the date Owner receives Tenant's notice of default, and Owner has not begun such correction and continued with reasonable diligence and in good faith to effect the remedy since beginning, Tenant may, if it relates to the condition or use of the Demised Premises, undertake to correct such default under this Section 20.2(b); providedat a commercially reasonable cost and, howeverafter submitting the bills for such work to Owner, that if deduct such substantiated expenses for the work so necessitated by Owner's default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within from the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Lease; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered rent due hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Lease.

Default Provisions. In addition to the event of any Default arising under Section 20.1 abovedefault of Tenant in paying any installment of Basic Rental, each of the following shall constitute a Default: (a) if Tenant fails to pay Additional Rent or any other payment when due hereunder within sums payable hereunder, Landlord shall provide written notice to Tenant of such default and Tenant shall have ten (10) days after to cure. If Tenant has not cured, Landlord may elect to immediately terminate this Lease by serving a written notice from upon Tenant. In the event of any other event of default of Tenant hereinafter mentioned in this Paragraph 20, then Landlord may elect to terminate this Lease by serving a written notice upon Tenant of Landlord's election to terminate this Lease upon a specified date, not less than thirty (30) days after the day of serving of such failure to pay notice. If said event of default shall not be corrected within said thirty (30) day period, this Lease shall then expire on the due datedate specified, as if that date had originally fixed as the expiration of the term hereinafter granted; provided, provided however, that this Lease shall not terminate or expire if in any consecutive 12 month Tenant undertakes diligently to remedy a default within such thirty (30) day period, . Each of the following events shall be deemed an event of default by Tenant shall, on two within the meaning of this paragraph 20: (2a) separate occasions, fail the failure to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion Basic Rental or additional rent when due and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; payable; (b) except as the failure to perform any of the other covenants or conditions of this Lease on the part of Tenant to be performed; (c) the making of an assignment by Tenant for the benefit of its creditors; (d) the appointment of a receiver or trustee of all or part of Tenant's property; (e) the filing of a petition in bankruptcy by Tenant; (f) the filing of a petition by or against Tenant for its reorganization or for an arrangement under any bankruptcy law or other law; or (g) the filing of or petition by Tenant to effect a composition or an extension of time to pay its debts; provided that if an event referred to in sections (d) and (f) above shall have been involuntary on the part of Tenant, the Tenant shall have sixty (60) days to discharge the receiver or trustee or dismiss the petition after the appointment of filing. In the event that this Lease is otherwise terminated in the manner provided below for in this Section 20.2paragraph 20, if or by court proceedings or otherwise, Landlord or Landlord's agents, servants, or representatives may, at any time after written notice to Tenant failsand the times set forth in this paragraph 20, whether reenter and resume possession of said Leased Premises, or any part thereof, and remove all persons and property there from, either by any suitable action or inactionproceeding at law or by force or otherwise, to timely comply with, or satisfy, without being liable for any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if the default cannot, damages thereof. No reentry by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be an acceptance of a “Default” for purposes surrender of this Lease; (c) . In case the occurrence rent or any installment of a default under said rent hereby agreed to be paid shall at any or time be in default, the Landlord shall have the right to distrain therefor. The Landlord, upon the happening of any of the events giving it the right to annul and cancel this Lease, shall be entitled to the benefit of all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more provisions of law for the Other Leases is not cured on a timely basis, pursuant to the terms speedy recovery of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default lands and tenements under this Lease; and (d) Guarantor defaults under any Lease held over by the Tenant in New Castle County, Delaware that are now in force or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall may hereafter be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leaseenacted.

Default Provisions. In addition to any Default arising under Section 20.1 above, each Each of the following shall constitute a Defaultdefault by Tenant under this Lease: (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten (10) five days after written notice from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) five day period in which to cure any such failure; or (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s 's delivery to Tenant of written notice of such default under this Section 20.2(bSECTION 21.2(B); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, then Landlord shall not exercise its remedies under Section 21 SECTION 22 unless such default remains uncured for more than 270 60 days after the initial delivery of Landlord’s 's original default notice and same shall not be deemed to be a “Default” for purposes of this Leasenotice; or (c) Tenant vacates or abandons the occurrence of a default under any or all of Premises during the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this LeaseTerm.

Default Provisions. In addition to any Default arising Developer shall be in default under Section 20.1 above, each of the following shall constitute a Default: this Agreement if: (a) if Tenant Developer fails to pay Rent make any of the payments of money required by the terms of this Agreement or any other payment when due hereunder of the Transaction Documents, and Developer fails to cure or remedy the same within ten twenty (1020) days after the UG has given Developer written notice from Landlord of specifying such default; (b) Developer fails to keep or perform any covenant or obligation herein contained on Developer's part to be kept or performed, and Developer fails to remedy the same within sixty (60) days after the UG has given Developer written notice specifying such failure to pay on the due dateand requesting that it be remedied; provided, however, that if in any consecutive 12 month event of default shall be such that it cannot be corrected within such period, Tenant shall, on two (2) separate occasions, fail to pay any installment it shall not constitute an event of Rent on the date default if corrective action is instituted by Developer within such installment of Rent is due, then, on the third such occasion period and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if diligently pursued until the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Lease; is corrected; (c) Developer or any Affiliate shall file a voluntary petition under any bankruptcy law or an involuntary petition under any bankruptcy law is filed against any such party in a court having jurisdiction and said petition is not dismissed within sixty (60) days; or Developer or any Affiliate generally is not paying its debts as such debts become due; or Developer or any Affiliate makes an assignment for the occurrence benefit of its creditors; or a custodian, trustee or receiver is appointed or retained to take charge of and manage any substantial part of the assets of Developer, or any Affiliate, and such appointment is not dismissed within sixty (60) days; or any execution or attachment shall issue against Developer whereupon the Project, or any part thereof, or any interest therein of Developer under this Agreement shall be taken and the same is not released prior to judicial sale thereunder (each of the events described in this subparagraph being deemed a default under any or all the provisions of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”this Agreement); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and or (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (Developer breaches the “Guaranty”), representations and warranties set forth in this Agreement and fails to cure or correct same within fifteen (15) days of notice from the time periodUG. In the event of such default, if anythe UG may take such actions, provided in the Guaranty (eachor pursue such remedies, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered as exist hereunder, nor shall any cure period be available or at law or in equity, and Developer covenants to Tenant hereunderpay and to indemnify the UG against all reasonable costs and charges, but rather including attorneys' fees, lawfully and reasonably incurred by or on behalf of the occurrence UG in connection with the enforcement of a Guaranty Default shall immediately constitute a Default under this Leasesuch actions or remedies.

Default Provisions. In addition to any Default arising under Section 20.1 21.1 above, each of the following shall constitute a Default: (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten five (105) days after written notice from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 twelve (12) month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten five (105) day period in which to cure any such failure; and (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 thirty (30) days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b21.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 thirty (30) day period, but then Landlord shall not exercise its remedies under Section 22 if Tenant commences and diligently pursues a cure of such default promptly within the initial 30 thirty (30) day cure periodperiod until such default has been cured. Notwithstanding the foregoing sentence, then, as long as if Tenant continues to diligently pursue such does not obtain a cure to completion, Landlord shall not exercise its remedies under Section 21 unless of such default remains uncured for more than 270 within ninety (90) days after from the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Lease; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”)notice, which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there then Landlord shall be no notice required permitted to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default exercise its remedies under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this LeaseSection 22.

Default Provisions. In addition to any Default arising under Section SECTION 20.1 above, each of the following shall constitute a Default: (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten five (105) days after written notice from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) five day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s 's delivery to Tenant of written notice of such default under this Section 20.2(bSECTION 20.2(B); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completioncure, Landlord shall not exercise its remedies under Section SECTION 21 unless such default remains uncured for more than 270 120 days after the initial delivery of Landlord’s 's original default notice and same shall not be deemed to be a “Default” for purposes of this Leasenotice; and, at Landlord's election, (c) if Tenant vacates or abandons the occurrence of a default under any or all of Premises during the leases scheduled on Exhibit D (“Other Leases”), which default under one or Term for more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leasethan 45 consecutive days.

Default Provisions. In addition to any Default arising under Section 20.1 20.1, above, each of the following shall constitute a Default: (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten (10) days after written notice from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b)20.2; provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Lease; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Lease.

Default Provisions. A. In addition to any Default arising under Section 20.1 abovethe rights conferred upon Owner in the printed form of the Lease, each of the following shall constitute an “Event of Default” hereunder: i. The failure of the Tenant to utilize and occupy the Demised Premises for the purpose set forth herein for a Default: period of thirty (a30) if Tenant fails to pay Rent or any other payment when due hereunder within ten (10) consecutive days after written notice from Landlord during the term hereof shall constitute a material breach of such this entire Lease. ii. The failure to pay on of the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail tenant to pay any installment of Minimum Rent or any amount of Additional rent (collectively, the “Rent”) and such failure shall continue for more than three (3) business days after Tenant’s receipt of Owner’s notice (facsimile receipt being deemed to notice hereunder) of such failure. If Owner, at its option, gives written notice to Tenant stating that the Lease and Term shall expire and terminate on a date set forth in the Notice, which date shall be not less than three (3) days after the giving of the Notice, and if, on the date such installment of Rent is duespecified in the Notice the tenant has not cured the default by paying the Rent, thenplus accrued late charges, on the third such occasion then this Lease and on each occasion thereafter on which Term and all rights that Tenant has under this Lease shall fail to pay an installment of Rent on terminate and expire as if the date such installment herein were definitely fixed for the expiration of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, the Term and Tenant shall then no longer immediately quit and surrender the premises, but tenant shall be nonetheless liable for its obligations under Paragraph 17 of the Lease. iii. The failure of the Tenant to pay the minimum annual rent on the first day of each month, plus any applicable grace periods, for three (3) consecutive months, or for a total of five (5) months in any particular twelve (12) month period shall constitute a material breach of this entire Lease. B. In the event Tenant threatens to do or actually does any act prohibited by the terms of this Lease, Owner shall have a ten (10) day period the right of injunction to restrain the same and the right to invoke any other remedy at law or in which to cure any such failure; (b) except equity as is otherwise if specific remedies, indemnity or reimbursement were provided below for in this Section 20.2Lease. C. The rights and remedies given to Owner in this lease are distinct, if Tenant fails, cumulative and separate and no one of them whether or not exercised by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord Owner shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes in exclusion of this Lease; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one others. D. In any proceeding or more action instituted by the Owner to enforce this or any other provision of the Other Leases is not cured on a timely basisLease, pursuant the Owner shall be entitled to recover from the terms Tenant his reasonable attorney’s fees, costs and disbursements. In the case Owner institutes such proceeding or action, the amount of such expenses, attorney’s fees, costs and disbursements shall, at the option of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease DefaultOwner, there be deemed to be additional rent hereunder, and shall be no notice required due from Tenant to be delivered hereunderOwner on the respective expenses, nor shall any cure period be available to Tenant hereunder; rather, or on the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence first day of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leasesucceeding month.

Default Provisions. In addition to any Default arising Developer shall be in default under Section 20.1 above, each of the following shall constitute a Default: this Agreement if: (a) if Tenant Developer fails to pay Rent make any of the payments of money required by the terms of this Agreement or any other payment when due hereunder of the Transaction Documents, and Developer fails to cure or remedy the same within ten (10) 30 days after the UG has given Developer written notice from Landlord of specifying such default; or (b) Developer fails to keep or perform any covenant or obligation herein contained on Developer's part to be kept or performed, and Developer fails to remedy the same within 60 days after the UG has given Developer written notice specifying such failure to pay on the due dateand requesting that it be remedied; provided, however, that if in any consecutive 12 month event of default shall be such that it cannot be corrected within such period, Tenant shall, on two (2) separate occasions, fail to pay any installment it shall not constitute an event of Rent on the date default if corrective action is instituted by Developer within such installment of Rent is due, then, on the third such occasion period and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if diligently pursued until the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Leaseis corrected; or (c) A default shall exist or occur with respect to any of the occurrence duties or obligations of Developer or any Affiliates of Developer under any of the Transaction Documents, which Developer or such Affiliates fail to cure or remedy within any cure period provided in the Transaction Documents; or (d) Developer or any Affiliates of Developer shall file a voluntary petition under any bankruptcy law or an involuntary petition under any bankruptcy law is filed against any such party in a court having jurisdiction and said petition is not dismissed within 60 days; or Developer or any Affiliates of Developer generally is not paying its debts as such debts become due; or Developer or any Affiliate of Developer makes an assignment for the benefit of its creditors; or a custodian, trustee or receiver is appointed or retained to take charge of and manage any substantial part of the assets of Developer or any Affiliates of Developer and such appointment is not dismissed within 60 days; or any execution or attachment shall issue against Developer whereupon the Project, or any part thereof, or any interest therein of Developer under this Agreement shall be taken and the same is not released prior to judicial sale thereunder (each of the events described in this subparagraph being deemed a default under any or all the provisions of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”this Agreement); upon or (e) Developer breaches the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under representations and warranties set forth in this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), Agreement and fails to cure or correct same within 30 days of notice from the time periodUG. In the event of such default, if anythe UG may take such actions, provided in the Guaranty (eachor pursue such remedies, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered as exist hereunder, nor shall under any cure period be available of the other Transaction Documents or at law or in equity, and Developer covenants to Tenant hereunderpay and to indemnify the UG against all reasonable costs and charges, including attorneys' fees, lawfully and reasonably incurred by or on behalf of the UG in connection with the enforcement of such actions or remedies, but rather only to the occurrence extent the Person against whom the UG initiated the enforcement action actually violated the requirements of a Guaranty Default shall immediately constitute a Default under this LeaseAgreement.

Default Provisions. In addition to any Default arising under Section 20.1 above, each (a) Any of the following occurrences or acts shall constitute a Default: an Event of Default under this Lease: (ai) if Tenant fails to pay, within 5 days after notice from Landlord or any of its assignees to Tenant, any installment of Basic Rent. (ii) Tenant fails to pay Rent any payment of Additional Rent, or any other payment when due hereunder within ten (10) required to be paid by Tenant hereunder, including, without limitation, payment of Impositions and insurance premiums, and such failure continues for 30 days after written notice from thereof shall have been given to Tenant by Landlord. (iii) Tenant fails to observe or perform any other provision hereof for 30 days (or such shorter period of time as Landlord may reasonably determine if such default endangers life or property) after Landlord shall have delivered to Tenant written notice (except in the case of an emergency) of such failure (provided that, in the case of any default referred to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action clause (iii) which does not endanger life or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if the default property and which cannot, by its nature, not with diligence be cured within such 30 day period, but if Tenant commences shall proceed promptly to cure the same and diligently pursues a cure thereafter shall prosecute the curing of such default promptly with diligence, then upon receipt by Landlord of a certificate from an authorized officer of Tenant stating the reason that such default cannot be cured within 30 days and stating that Tenant is proceeding with diligence to cure such default, the initial 30 day cure periodtime within which such failure may be cured shall be extended for such additional period as may be necessary to complete the curing of the same with diligence. (iv) An Act of Bankruptcy occurs with respect to Tenant, thenor Tenant becomes generally unable to pay its debts as they become due; provided, as long as Tenant continues however, if a proceeding with respect to diligently pursue such a cure to completionan Act of Bankruptcy is filed or commenced against Tenant, Landlord the same shall not exercise its remedies under Section 21 unless constitute an Event of Default if such proceeding is dismissed within 90 days from the date of such Act of Bankruptcy. (v) Default is made (A) with respect to any evidence of indebtedness of liability for borrowed money of Tenant to either of the Credit Facility Providers, or (B) with respect to any evidence of indebtedness or liability of Tenant to any other 34 37 Person for borrowed money or pursuant to a lease obligation, if the effect of such default remains uncured described in clause (A) or (B) above is to accelerate the maturity of such evidence of indebtedness or liability prior to its stated maturity (whether automatically, following an election by the holder or obligee thereof to accelerate, or otherwise) or any such indebtedness is not paid as and when due and payable; provided, however, that it shall not constitute an Event of Default if the outstanding principal balance of such indebtedness or liability of Tenant to any Person other than either of the Credit Facility Providers or the State is not in excess of $1,000,000 or Tenant certifies to the Credit Facility Providers, the State and MIDFA that it is contesting such default in good faith and by appropriate and diligent proceedings. (vi) Any amendment to this Lease shall have been made without the prior written consent of the Credit Facility Providers, the State and MIDFA, which consent shall not be unreasonably withheld, conditioned or delayed, and, except for more than 270 material changes which would require the consent or approval of the State Board of Public Works or the State Legislative Policy Committee, which consent shall be deemed given by the Credit Facility Providers, the State or MIDFA if the Credit Facility Providers, the State or MIDFA does not object to any proposed amendment within 15 business days after the initial delivery receipt thereof by the Credit Facility Providers, the State or MIDFA. (vii) Tenant abandons the Leased Premises. (viii) The interest of Tenant in the Leased Premises or any part thereof shall be assigned or subleased in violation of Paragraph 17, or shall be levied upon or attached in any proceeding involving a claim in excess of $1,000,000 and such proceeding is not vacated, discharged or bonded against to the reasonable satisfaction of Landlord’s original default notice , the Credit Facility Providers, the State and same shall not be deemed to be a “Default” for purposes of MIDFA within 30 days thereafter. (ix) Any representation or warranty made by Tenant or its representatives in this Lease; (c) the occurrence of a default under Lease or any or all of the leases scheduled on Exhibit D Lease Documents executed and delivered by Tenant or any statement or representation made by Tenant or its representatives in any certificate, report or opinion (“Other Leases”), which default under one including legal opinions) financial statement or more other instrument furnished in connection with this Lease or any of the Other Leases is not cured Lease Documents executed and delivered by Tenant proves to have been incorrect, false or misleading in any material respect when made. (x) Any judgment against Tenant or any attachment or other levy against the property of Tenant with respect to a claim for an amount in excess of $1,000,000 remains unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a timely basis, pursuant to the terms period of the applicable Other Lease(s60 days. (xi) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same comply with any material requirement of any governmental authority having jurisdiction over the Leased Premises within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”)required by such governmental authority; upon the occurrence of or any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Lease.proceeding is commenced or action taken to

Default Provisions. 1. BUILDER’s default – Cancellation by the BUYER The payments made by the BUYER prior to the delivery of the VESSEL shall be by way of advances to the BUILDER. In addition the event that the BUYER shall exercise its right of cancellation of this Contract under and pursuant to any Default arising of the provisions of this Contract specifically permitting the BUYER to do so, then the BUYER shall notify the BUILDER in writing by telefax confirmed by registered mail, and such cancellation shall be effective as of the date notice thereof is received by the BUILDER. Upon such cancellation the BUILDER shall promptly either accept the notice of cancellation or declare its intention to proceed to dispute same under Section 20.1 abovethe Provisions of Article XIX hereof. If cancellation is accepted, the BUILDER shall refund to the BUYER all sums paid by the BUYER to the BUILDER under Article II hereof, including interest thereon, from the date of payment to the date of refund at the rate of interest set out in Article II, Clause 3. The BUILDER shall also make available for the BUYER the Buyer’s Supply paid for by the BUYER, or if they cannot be returned, the BUILDER shall pay to the BUYER an amount equal to the BUYER’s costs for such equipment. If the cancellation is disputed by the BUILDER under the Provisions of Article XIXI hereof, the BUILDER shall have no obligation to return any amount until a final arbitration award is obtained in favour of the BUYER, expressly stating the amount to be refunded to the BUYER by the BUILDER. Upon acceptance by the BUILDER to the BUYER of the notice of cancellation and refund as aforesaid in this Article XI, Clause. 1, all obligations, duties and liabilities of each of the following Parties hereto to the other under this Contract shall constitute a Default: be forthwith completely discharged. If the BUILDER is declared bankrupt, the BUYER may cancel the Contract and claim compensation for its losses. 2. BUYER’s default – Cancellation by the BUILDER (a) if Tenant fails Failure by the BUYER to pay Rent duly make the payments provided for in Article II, Clause 3 within 7 Banking Days from receipt of notice from the BUILDER or any other payment when due hereunder within ten as provided for in Article II, Clause 3 (10a) and (e), will entitle the BUILDER - until the VESSEL has been delivered - to postpone the commencement of or stop the work on the VESSEL and correspondingly postpone the Delivery Date and enforce payment of their claim. If fourteen (14) days after written notice from Landlord have elapsed without the BUYER having paid, the BUILDER may cancel this Contract. In either case the BUILDER may claim compensation for all the losses that have been caused thereby. Notwithstanding the above, if there is a dispute in respect of such failure the BUYER’s payment obligation, the BUILDER has no right to pay on postpone the due date; providedcommencement or stop the work or cancel the Contract, howeverif the BUYER provides security acceptable to the BUILDER for the disputed unpaid amount. The BUILDER may retain the VESSEL until full payment has been made in accordance with the agreed payment terms or acceptable security has been provided in accordance with this Article XI, that if Clause 2. If the BUILDER is unable to present a final account at delivery, the BUYER may require the VESSEL to be delivered in any consecutive 12 month periodreturn for a bank guarantee or other security satisfactory to the BUILDER for the alleged balance owed to the BUILDER. Ulstein Verft AS ▇.▇. ▇▇▇ ▇▇▇, Tenant shall▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; ▇▇▇▇▇▇ Tel. +▇▇ ▇▇▇▇ ▇▇▇▇. Fax +▇▇ ▇▇▇▇ ▇▇▇▇ Ent. No: 912 447 561 ▇▇▇.▇▇▇▇▇▇▇.▇▇▇ Shipbuilding Contract (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, In the event of any or all dispute concerning the payment on delivery of the obligations imposed on Tenant under this Lease (VESSEL, including the question of the BUYER’s right to offset any claim it may have, the BUYER may by paying the entire amount demanded by the BUILDER require the BUILDER to provide a bank guarantee or other than adequate security for the obligation disputed amount. The BUILDER may in such case not refuse to pay Rent) deliver the VESSEL. If the BUILDER does not wish to issue security for a period the disputed part of 30 days after Landlord’s delivery the claim, the BUYER is entitled to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial take delivery of Landlord’s original default notice the VESSEL against payment of the undisputed amount and same provide a bank guarantee or other adequate security for the disputed part of the claim. Security which has been issued by a Party pursuant to this sub-clause terminates unless the other Party has brought legal action pursuant to Article XVIII below within three (3) months from the date of issue of the security. The costs of the security shall not be deemed shared proportionally between the Parties according to be a “Default” for purposes the settlement of this Lease; the dispute. (c) Any change in the occurrence of a default under any or all ultimate control of the leases scheduled on Exhibit D (“Other Leases”)BUYER, which default under one or more may result in a change in the effective voting control of the Other Leases is not cured BUYER and/or may influence on a timely basisthe financial situation of the BUYER and/or any company having issued any security for the BUYER’s obligations under this Contract, pursuant shall be subject to the terms BUILDER’s prior written consent. If such change of control has occurred without the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; ratherBUILDER’s prior written consent, the occurrence of an Other Lease Default shall immediately constitute a Default under BUILDER may cancel this Lease; Contract and claim compensation for its losses. (d) Guarantor defaults under any or all of If the BUYER is declared bankrupt, the BUILDER may cancel the Contract and claim compensation for its obligations under that certain Guaranty of Leaselosses. Ulstein Verft AS ▇.▇. ▇▇▇ ▇▇▇, dated of even date herewith (the “Guaranty”)▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Lease▇▇▇▇▇▇ Tel. +▇▇ ▇▇▇▇ ▇▇▇▇. Fax +▇▇ ▇▇▇▇ ▇▇▇▇ Ent. No: 912 447 561 ▇▇▇.▇▇▇▇▇▇▇.▇▇▇ Shipbuilding Contract

Default Provisions. In addition to any Default arising under Section 20.1 above, each of the following shall constitute a Default: (a) if This Lease and the term and estate hereby granted are subject to the limitation that: (i) whenever Tenant fails to pay shall default in the payment of any installment of the Fixed Rent or any other payment when due sum payable by Tenant hereunder within on any day upon which the same ought to be paid and if such default shall continue for ten (10) days after Landlord shall have given to Tenant written notice from Landlord of specifying such failure to pay on the due datedefault; provided, however, that if in any consecutive 12 month period, Tenant shall, on two or (2ii) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which whenever Tenant shall fail do, or permit anything to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant failsdone, whether by action or inaction, contrary to timely comply withany covenant or agreement on the part of Tenant herein contained or contrary to any of the covenants, agreements, terms or provisions of this Lease, or satisfy, shall fail in the keeping or performance of any or all of the obligations imposed covenants, agreements, terms or provisions contained in this Lease which on the part or behalf of Tenant are to be kept or performed (other than those referred to in the foregoing subsection (i) of this Section), and Tenant shall fail to remedy the same within thirty (30) days after Landlord shall have given to Tenant a written notice specifying the same, or, if Tenant’s default hereunder shall not be capable of being remedied within such thirty (30) day period, and Tenant shall commence to remedy its default within thirty (30) days after Landlord shall have given to Tenant a written notice specifying the same, and having so commenced, shall thereafter fail to proceed diligently to remedy the same; or (iii) whenever an involuntary petition shall be filed against Tenant under any bankruptcy or insolvency law or under the reorganization provisions of any law of like import, or a receiver of Tenant or for the property of Tenant shall be appointed without the acquiescence of Tenant, or whenever this Lease or the estate hereby granted or the unexpired balance of the term would, by operation of law or otherwise, except for this provision, devolve upon or pass to any person other than Tenant or any corporation into which Tenant may be duly merged, converted or consolidated under statutory procedure, and such situation under this subsection (iii) shall continue and shall remain undischarged or unstayed for an aggregate period of ninety (90) days (whether or not consecutive) or shall not be remedied by Tenant within ninety (90) days; or (iv) whenever Tenant shall make an assignment of the property of Tenant for the benefit of creditors or shall file a voluntary petition under any present or future bankruptcy law or law of like import, or whenever any court of competent jurisdiction shall approve a petition filed by Tenant under the reorganization provisions of any present or future bankruptcy law or law of like import, or whenever a petition shall be filed by Tenant under the arrangement provisions of any present or future bankruptcy law or law of like import. (b) Landlord may, at any time following the occurrence of any of the events described in subparagraph (a) of this Section 10.01, and after the expiration of the applicable notice and cure periods set forth therein, give Tenant a notice (the “Second Notice”) of Landlord’s intention to end the term of this Lease on a specified future day, which shall not be less than fifteen (15) days thereafter. Upon the giving of the Second Notice, this Lease, and the term and estate hereby created, shall expire and terminate on the day specified therein as fully and completely, and with the same force and effect, as if the day so specified were the date hereinbefore fixed for the expiration of the term of this Lease. All rights of Tenant under this Lease shall expire and terminate on such date, but Tenant shall remain liable for damages as hereinafter provided. (other than a) Tenant covenants and agrees that, in the obligation event of the termination of this Lease or re-entry by Landlord, under any of the provisions of this Article 10 or pursuant to law, by reason of default hereunder on the part of Tenant, Tenant will pay Rent) to Landlord damages in a sum equal to the Fixed Rent which would have been payable by Tenant had this Lease not been so terminated, or had Landlord not so re-entered the Premises, payable upon the days specified herein for a period such payment following such termination or such re-entry and until the date herein set for the expiration of 30 days after Landlord’s delivery to Tenant the term of written notice of such default under this Section 20.2(b); Lease, provided, however, that if Landlord shall re-let the default cannot, by its nature, be cured within such 30 day Premises during said period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after credit Tenant with the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Lease; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time periodnet rents, if any, provided received by Landlord from such re-letting, such net rents to be determined by first deducting from the gross rents as and when received by Landlord from such re-letting the expenses incurred or paid by Landlord in terminating this Lease or of re-entering the Guaranty Premises and of securing possession thereof, as well as the expenses of re-letting, including altering and preparing the Premises for new tenants, brokers’ commissions, and all other expenses properly chargeable against the Premises and the rental therefrom; but in no event shall Tenant be entitled to receive any excess of such net rents over the sums payable by Tenant to Landlord hereunder. Landlord shall use reasonable efforts to re-let the Premises in an attempt to mitigate the Rent and/or damages that Tenant is obligated to pay under this Section 10.02(a). (eachb) Suit or suits for the recovery of such damages, a “Guaranty Default”); upon or any installments thereof, may be brought by Landlord from time to time at its election, and nothing contained herein shall be deemed to require Landlord to postpone suit until the occurrence date when the term of this Lease would have expired if it had not been terminated under the provisions of this Article 10, or under any provisions of law, or had Landlord not re-entered the Premises. (c) Nothing herein contained shall be construed as limiting or precluding the recovery by Landlord against Tenant of any Guaranty Defaultdamages to which Landlord may lawfully be entitled in any case other than those particularly provided for above. Section 10.03. Tenant, there shall be no notice required for Tenant, and on behalf of any and all persons claiming through or under Tenant, including creditors of all kinds, does hereby waive and surrender all right and privilege which they or any of them might have under or by reason of any present or future law to be delivered hereunderredeem the Premises or to have a continuance of this Lease for the term hereby demised after being dispossessed or ejected therefrom by process of law, nor shall any cure period be available to Tenant hereunder, but rather under the occurrence terms of a Guaranty Default shall immediately constitute a Default under this LeaseLease or after the termination of this Lease as herein provided.

Default Provisions. In addition to any Default arising under Section 20.1 above, each The following provision may be inserted as a separate provision in the subscription agreement (usually as a sub‑clause of the following clause entitled "Issue of the Notes" or "Agreement by the Managers" or other) but instructions from the Lead Managers should be sought before it is included. Some Lead Managers may prefer not to include this wording as it obliges them to take up some of the Defaulted Notes (up to the 10% overall threshold), which goes against the concept of a "several only" underwriting. [ ] Default [ ] If any of the Managers shall, prior to the time at which the Settlement Lead Manager pays or causes to be paid the net subscription moneys for the Notes9, fail to, or indicate that it does not intend to, subscribe and pay for any of the Notes agreed to be subscribed and paid for by such Manager under this Agreement (the “Defaulted Notes”), and such failure or indication shall constitute a Default: (a) if Tenant fails default in the performance of its obligations under this Agreement, the remaining Managers shall be obligated severally to take up and pay Rent or any other payment when due for the Defaulted Notes, and such Defaulted Notes shall be allotted for subscription among the remaining Managers in the proportions that their respective underwriting obligations hereunder within ten (10) days after written notice from Landlord bear to the underwriting obligations of such failure to pay on the due dateall non‑defaulting Managers; provided, however, that, in the event that if in any consecutive 12 month periodthe aggregate principal amount of Defaulted Notes exceeds 10 per cent. of the aggregate principal amount of the Notes, Tenant shallthe remaining Managers shall have the right to purchase all, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant but shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall not be relieved from under any obligation to provide notice to Tenantpurchase any, of the Defaulted Notes, and Tenant shall then no longer have a ten (10) day period in which if such non‑defaulting Managers do not purchase all the Defaulted Notes, this Agreement and the AAM will terminate without liability to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under non‑defaulting Managers [,/or] the Issuer [or the Guarantor]. [ ] Any Defaulted Notes subscribed in accordance with this Lease (other than Clause [ ] shall be subscribed at the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, price that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Lease; (c) the occurrence of a default under any or all would have been payable in respect of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of Defaulted Notes by the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Lease.relevant defaulting

Default Provisions. In addition to any Default arising under Section 20.1 above, each A. The following events shall be considered events of the following shall constitute a Default: default by Tenant: (ai) if Tenant fails Failure to pay any Rent or other sums payable under this Lease or any other payment when due hereunder part thereof within ten (10) days after receipt of written notice from Landlord that such payment is due, provided that Landlord shall be required to give such written notice only twice in any continuous 12-month period. After two such notices have been given, a default will be deemed to have occurred during the remainder of the 12-month period if Tenant fails to make a payment within ten (10) days after the due date for that payment. (ii) Tenant's failure to perform or comply with any of the covenants, agreements, terms or provisions contained in this Lease for which it is responsible, when such failure shall have continued for a period of thirty (30) days after written notice thereof from Landlord to Tenant, except that in connection with a default not susceptible of being cured with due diligence within thirty days, the time within which Tenant shall cure the same shall be extended for such time as may be necessary to cure the same with all due diligence, provided Tenant commences within 7 days of the date of receipt of such failure notice to pay on cure the due datesame and proceeds diligently to effect such cure. (iii) Abandoning or vacating the leased premises or if Tenant shall be dispossessed therefrom by or under any authority other than Landlord; provided, however, that if in any consecutive 12 month periodTenant shall have the right to vacate or abandon the premises without it being a default, provided that Tenant shall, on two (2) separate occasions, fail continues to pay Rent and perform all its other obligations under this Lease. B. Upon the occurrence of any installment such events of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is duedefault, Landlord shall be relieved from have the right to pursue any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Lease; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases following remedies: (i) Make performance for Tenant of any covenant or condition which Tenant is not cured on a timely basis, pursuant to the terms in default of and for that purpose advance such amounts as may be necessary. Any amounts so advanced or any expense incurred by Landlord by reason of the applicable Other Lease(s) (“Other failure of Tenant to comply with any covenant, agreement, obligation or provision of this Lease Default”); upon the occurrence or in defending any action to which Landlord may be subjected by reason of an Other Lease Default, there any such failure shall be no notice required due and payable to be delivered hereunderLandlord on demand, nor and interest shall any cure period be available accrue thereon from the date of expenditure at the rate of 18% per annum; or (ii) Terminate this Lease and end the term hereof by giving to Tenant hereunderwritten notice of such termination, in which event Landlord shall be entitled to recover from Tenant the amount of Rent and other amounts then due under this Lease and damages and any attorney's fees to which Landlord is entitled under this Lease or applicable law; ratheror (iii) Without retaking possession of the premises or terminating this Lease, the occurrence of an Other Lease Default shall immediately constitute a Default to ▇▇▇ monthly for and recover all Rents, other required payments due under this Lease, and other sums, including damages and legal fees, at any time and from time to time accruing hereunder; or (iv) Upon notice to all interested parties, re-enter and take possession of the premises or any part thereof and repossess the same as of Landlord's former estate and expel Tenant and those claiming through or under Tenant and remove the effects of both or either (with use of reasonable force) without liability for trespass and without prejudice to any remedies for arrears of Rent and the Rent for the balance of the term of this Lease. Landlord may relet the premises or any part thereof for such term or terms and at such rental or rentals and upon such other terms and conditions as Landlord may deem advisable with the right to make alterations and repairs to the premises. Such re-entry or taking of possession of the premises by Landlord shall not be construed as an election on Landlord's part to terminate this Lease unless a written notice of termination be given to Tenant or unless the termination thereof be decreed by a court of competent jurisdiction. In the event of Landlord's election to proceed under this subsection, then such repossession shall not relieve Tenant of its obligations and liabilities under this Lease, all of which shall survive such repossession, and Landlord shall be entitled to recover the following amounts as damages: (b) The loss of rental from the date of default until the date on which a new tenant is, or with the exercise of reasonable efforts could have been, secured and paying rent (the "New Tenant Date"). (c) The reasonable costs of reentry and reletting including without limitation the cost of any cleanup, refurbishing, removal of Tenant's property and fixtures, or any other expense occasioned by Tenant's default including but not limited to, any remodeling or repair costs, attorney fees, court costs, and broker commissions. (d) Guarantor defaults under any or all The difference between the Rent reserved in this Lease for the balance of its obligations under that certain Guaranty the Lease term after the New Tenant Date and the fair rental value of Leasethe premises for the same period, dated both discounted as of even date herewith (the “Guaranty”), and fails New Tenant Date at a rate equal to cure same within the prime loan rate of major Utah banks in effect at the time period, if any, provided in of the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leaseaward.

Default Provisions. In addition to any Default arising under Section 20.1 above, each 22.1 Each of the following shall constitute a Default: material breach of this Lease and an event of default by Tenant ("EVENT OF DEFAULT") hereunder: (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten (10) days after written notice from Landlord of such Tenant's failure to pay on the any installment of Rent when first due datewhich continues for five days after Notice thereof from Landlord; provided, however, that if in any consecutive 12 month period, Tenant shall, on Landlord shall not be obligated to provide more than two (2) separate occasions, fail such notices in any consecutive twelve (12) month period (and if two (2) such notices have already been given in any twelve month period Tenant's failure to pay any future installment of Rent on the date such installment shall constitute an Event of Rent is dueDefault if not due when paid); or (b) Tenant violates, thenbreaches or fails to comply with any other term, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment condition or provision of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenantthis Lease, and Tenant shall then no longer have a ten (10) day period in which fails to cure any such failure; violation, breach or non-compliance within thirty (b30) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of Notice from Landlord specifying such default under this Section 20.2(b)violation, breach or non-compliance; provided, however, that if such violation, breach or non-compliance (excluding the default non-payment of any sum due Landlord hereunder) cannot, by its nature, not reasonably be cured within such 30 thirty (30) day periodperiod and Tenant commences such cure promptly upon receipt of such notice and thereafter diligently and continuously takes such action as may be necessary to effect such cure, then Tenant shall have such longer period of time (not to exceed sixty (90) days), as may be reasonably necessary to cure such violation, breach or non-compliance, it being understood that the cure provisions of this Section 22.1(b) shall not apply to any of the other Events of Default provided for in this Section 22.1; or (c) If Tenant, a Guarantor or any other Person liable for any of the obligations of the "Tenant" hereunder (a "DEBTOR") shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent or shall file any petition or answer seeking any reorganization, arrangement, recapitalization, readjustment, liquidation, dissolution or similar relief under any present or future federal bankruptcy code or any other present or future applicable Law ("BANKRUPTCY LAW"), or shall seek or consent to or acquiesce in the appointment of any trustee, custodian, receiver or liquidator of such Debtor or of all or any substantial part of its properties or of Tenant's interests in the Premises or any portion thereof or "shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as the same become due; or (d) If, within ninety (90) days after the commencement of any proceedings against any Debtor seeking any reorganization, arrangement, recapitalization, readjustment, liquidation, dissolution or similar relief under any Bankruptcy Law, such proceedings shall not have been finally vacated and dismissed; or it: within sixty (60) days after the appointment, without the consent or acquiescence of any Debtor, of any trustee, custodian, receiver or liquidator of such Debtor or of all or any substantial part of its properties or of Tenant's interests in the Premises or any portion thereof such appointment shall not have been finally vacated and dismissed; or it: within thirty (30) days after the levying or fixing of any order or writ of execution, warrant, attachment or garnishment against Tenant's interests in the Premises or any ETelecare Global Solutions 7/01/05 portion thereof, or against any Debtor, such order or writ shall not have been finally vacated and dismissed; or (e) If Tenant commits waste or otherwise breaches any of the covenants contained in Sections 14 or 19 hereof. 22.2 Upon the occurrence of any Event of Default and at any time thereafter, Landlord may, but shall not be required to, exercise any of the following remedies, in addition to any others now or hereafter available to Landlord at law or in equity, without such exercise being deemed (a) an acceptance of surrender of the Premises, (b) a discharge of Tenant commences from liability hereunder, or (c) a termination of this Lease (which only may occur by Landlord's giving the notice referred to in Section 22.2(e) below): (a) Re-enter and diligently pursues a cure repossess the Premises or any part thereof by all lawful means, and dispossess and remove Tenant and all other Persons and property from the Premises, without liability therefor or for any loss or damage occurring in collection therewith and without being deemed guilty of trespass and without prejudice to any remedies which otherwise maybe available to Landlord. In no event shall any re-entry be deemed an acceptance of surrender of the Premises and/or this Lease or construed as an election on Landlord's part to terminate this Lease (which only may occur by Landlord's giving the notice referred to in Section 22.2(e) below); nor shall it absolve or discharge Tenant from any liability under this Lease. Notwithstanding any such default promptly within re-entry, or re-letting pursuant to Section 22.2(b) below, Landlord may, at any time thereafter, elect to terminate this Lease for any previous or any future Event of Default (b) Attempt to re-let the initial 30 day cure periodPremises or any part thereof in the name of Landlord, thenTenant or otherwise, for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the Term) and on such conditions (which may include concessions or free rent) as long Landlord, in its sole and absolute discretion, may determine, and collect and receive the rent therefor. In no event, however, shall Landlord be under any obligation to re-let the Premises or any part thereof other than to make reasonable efforts to do so and to mitigate its damages, and Landlord shall in no way be responsible or liable for any failure to re-let or for any failure to collect any rent due upon any such re-letting. Landlord, at Landlord's option, may make such renovations and repairs and other physical changes in and to the Premises as Landlord, in its sole and absolute discretion, considers advisable or necessary in collection with any such re-letting or proposed re-letting, without relieving Tenant continues of any liability under this Lease or otherwise affecting any such liability. In no event shall Tenant be entitled to diligently pursue receive any proceeds of any re-letting, even if they exceed the sums payable by Tenant hereunder. (c) Bring suit to recover possession of the Premises and/or to collect all Rent and other sums and charges payable by Tenant hereunder and/or to specifically enforce any provision hereof and/or to seek damages. (d) Collect, by suit or otherwise, each installment of Rent (together with other sums payable by Tenant hereunder) as they became due, and/or any deficiency (the "DEFICIENCY") between the Rent and the net proceeds of any re-letting of the Premises (after first deducting from any re-letting proceeds all of Landlord's expenses in collection with such a cure re-entry and/or re-letting, including, without limitation, all repossession costs, brokerage and management commissions, operating expenses, reasonable attorneys' fees and disbursements, alteration costs and other expenses of preparing the Premises for such re-letting). In any proceeding to completionenforce its rights and remedies under this Lease, Landlord shall be entitled to collect all costs and ETelecare Global Solutions 7/01/05 expenses incurred by Landlord, including, without limitation, attorneys' fees and experts' fees. Landlord shall be entitled to recover all such amounts monthly or as the same shall arise and no suit to collect such amounts for any period shall prejudice Landlord's right to collect such amounts for any prior or subsequent period by a similar proceeding. Alternatively, Landlord shall have the right to accumulate such amounts and ▇▇▇ to recover the same from time to time as Landlord may determine. Except as expressly set forth herein, in no event shall Tenant be entitled to a credit in respect of any proceeds from any re-letting and then only to the extent that such proceeds are actuary received by Landlord. (e) Even if Landlord has previously exercised one or more other rights, give Notice to Tenant stating that this Lease shall terminate on the date specified in such Notice, in which event Tenant shall remain liable for damages as provided in this Section 22.2(e). Upon any termination of this Lease, Tenant shall immediately quit and peaceably surrender the Premises to Landlord in the condition required by Section 19.2 above. If Tenant remains in possession or occupancy after any termination of this Lease, it shall become a holdover tenant under a tenancy at sufferance. At any time after termination of this Lease, Landlord shall be entitled to recover an amount equal to the sum of (i) all amounts due Landlord hereunder through the termination, together with interest thereon at the Lease Interest Rate, plus (ii) the then present worth (computed on the basis of applying a discount rate of 9% per annum) of the amount by which the Rent during what would have been the balance of the Term (including any then applicable renewal periods) exceeds the amount of such rental loss that reasonably could have been avoided, plus (iii) any other sums necessary to compensate Landlord for all of the damages proximately Caused by Tenant's failure to perform its obligations hereunder. For the purposes of this Section 22.2(e), Additional Rent for each remaining Lease Year during what would have been the balance of the Term (including any renewal periods) shall be deemed to be the amount of Additional Rent payable by Tenant for the most recent twelve full calendar months immediately preceding the termination (or, if there have not exercise its remedies been twelve full calendar months following the Rent Commencement Date, for the number of full calendar , months since the Rent Commencement Date projected over a twelve month period), prorated for any partial Lease Year. Upon any termination of this Lease, Landlord shall be entitled to retain all monies, if any, previously paid by Tenant as rental advances, security or otherwise, but such monies shall be credited by Landlord against any Rent or other damages to which Landlord is entitled hereunder. 22.3 Tenant, for and on behalf of itself and all Persons claiming by, through or under Section 21 unless Tenant (including, without limitation, Tenant's trustee-in-bankruptcy and all of Tenant's creditors), hereby expressly waives, so far as permitted by Law, any and all rights which Tenant and all such default remains uncured Persons have to (a) have a jury determine any issue in dispute between Landlord and Tenant, (b) terminate this Lease or vacate the Premises or receive a Rent abatement (except as and to the extent specifically provided for more than 270 days in this Lease), (c) redeem the Premises or any portion thereof, (d) re-enter or repossess the Premises or any portion thereof, and (e) restore the operation of this Lease after Tenant shall have been dispossessed by a judgment, writ or other court order, or after any re-entry or repossession by Landlord, or after any termination of this Lease, whether such dispossession, re-entry or termination shall be by operation of law or pursuant to the initial delivery provisions of Landlord’s original default notice this Lease. The terms "enter", "re-enter', "entry" or" re-entry," as used in this Lease, are not and same shall not be deemed to be a “Default” for purposes of this Lease; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant restricted to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leasetheir technical legal meanings.

Default Provisions. In addition 29.1 Persistent failure by the Bank to any Default arising under Section 20.1 above, each provide Subsidised Loans. Where it appears to the Commonwealth that there has been a persistent failure by the Bank to provide Subsidised Loans in accordance with this Agreement the following provisions shall apply: 29.1.1 the Commonwealth shall serve upon the Bank a notice in writing giving particulars of the following persistent failure and requiring the Bank to rectify the failure; 29.1.2 within twenty-eight (28) days of the date of service of such a notice on the Bank either party may request a meeting in which case the parties shall constitute forthwith meet in order that agreement can be reached on whether there has been a Default: persistent failure and, if so, the appropriate steps and procedures to be taken or adopted by the Bank in order to rectify the failure; 29.1.3 where three (a3) months has elapsed from the date of service of such a notice on the Bank and the parties have not met or are unable to reach agreement pursuant to Sub-clause 29.1.2 then, if Tenant the Commonwealth considers that the Bank has not rectified the persistent failure, the Commonwealth may require the Bank to show cause to the Commonwealth why the Commonwealth should not terminate the Agreement, and in the event that the Bank fails to pay Rent or do so, the Commonwealth may terminate the Agreement. 29.2 Persistent failure by Bank to comply with any other payment when due hereunder within ten (10) days after written term of the Agreement. Where it appears to the Commonwealth that there has been a persistent failure by the Bank to comply with any other term of this Agreement the following provisions shall apply: 29.2.1 the Commonwealth shall serve upon the Bank a notice from Landlord in writing specifying the nature of the persistent failure and giving particulars thereof and requiring the Bank to rectify the failure; 29.2.2 where following such notice the Commonwealth considers that the Bank has not rectified the persistent failure, the Commonwealth may refer the matter to arbitration in accordance with Clause 24. In the event that it is determined that there has been a persistent failure by the Bank, the Commonwealth may require the Bank to pay on show cause to the due date; provided, however, Commonwealth why the Commonwealth should not terminate the Agreement and in the event that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail the Bank fails to pay any installment do so the Commonwealth may terminate the Agreement. 29.3 Meaning of Rent on "rectify the date such installment of Rent is due, then, on failure" The expression "rectify the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below " in this Section 20.2Clause shall include, if Tenant failswhere appropriate, whether by action taking steps or inaction, adopting procedures to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for ensure that a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall similar breach does not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Lease; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided occur again in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leasefuture.

Default Provisions. In addition to any Default arising Developer shall be in default under Section 20.1 above, each of the following shall constitute a Default: this Agreement if: (a) if Tenant Developer fails to pay Rent timely commence and complete the Improvements or thereafter operate the Improvements in each Phase of the Project; or (b) Developer fails to make any of the payments of money required by the terms of this Agreement or any other payment when due hereunder of the Transaction Documents, and Developer fails to cure or remedy the same within ten twenty (1020) days after the UG has given Developer written notice from Landlord of specifying such default; or (c) Developer fails to keep or perform any covenant or obligation herein contained on Developer's part to be kept or performed, and Developer fails to remedy the same within sixty (60) days after the UG has given Developer written notice specifying such failure to pay on the due dateand requesting that it be remedied; provided, however, that if in any consecutive 12 month event of default shall be such that it cannot be corrected within such period, Tenant shallit shall not constitute an event of default if corrective action is instituted by Developer within such period and diligently pursued until the default is corrected; or (d) Developer or any Affiliate (as defined in Annex 1) shall file a voluntary petition under any bankruptcy law or an involuntary petition under any bankruptcy law is filed against any such party in a court having jurisdiction and said petition is not dismissed within sixty (60) days; or Developer or any Affiliate generally is not paying its debts as such debts become due; or Developer or any Affiliate makes an assignment for the benefit of its creditors; or a custodian, on two trustee or receiver is appointed or retained to take charge of and manage any substantial part of the assets of Developer or any Affiliate and such appointment is not dismissed within sixty (260) separate occasionsdays; or any execution or attachment shall issue against Developer whereupon the Project, fail to pay or any installment part thereof, or any interest therein of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord Developer under this Agreement shall be relieved from any obligation taken and the same is not released prior to provide notice to Tenant, judicial sale thereunder (each of the events described in this subparagraph being deemed a default under the provisions of this Agreement); (e) Developer breaches the representations and Tenant shall then no longer have a ten (10) day period warranties set forth in which this Agreement and fails to cure any such failure; or correct same within fifteen (b15) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant following Developer's receipt of written notice from the UG specifying such breach; (f) Developer breaches any of such default under this Section 20.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Lease; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon Bridge Lease, the occurrence Management Agreement, the USACE Agreement, or the Collateral Assignment. In the event of an Other Lease Defaultsuch default, there shall be no notice required to be delivered the UG may take such actions, or pursue such remedies, as exist hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”)at law or in equity, and fails Developer covenants to cure same within pay and to indemnify the time periodUG against all reasonable costs and charges, if anyincluding attorneys' fees, lawfully and reasonably incurred by or on behalf of the UG in connection with the enforcement of such actions or remedies, provided that the UG is the prevailing party in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leasesuch actions.

Default Provisions. In addition to any Default arising under Section 20.1 above, each Each of the following shall constitute a Defaultdefault by Tenant under this Lease: (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten (10) five days after written notice from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent Relit on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) five day period in which to cure any such failure; or (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s 's delivery to Tenant of written notice of such default under this Section 20.2(b21.2(b ); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, then Landlord shall not exercise its remedies under Section 21 22 unless such default remains uncured for more than 270 60 days after the initial delivery of Landlord’s 's original default notice and same shall not be deemed to be a “Default” for purposes of this Lease; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leasenotice.

Default Provisions. In addition (a) The Notes shall forthwith become immediately due and payable, and Borrower's eligibility to request any Default arising under Section 20.1 abovefurther advances on account of the Revolving Credit Loan or to request the issuance of additional Letters of Credit shall automatically terminate, each without presentment, protest, demand or notice of any kind, if Borrower or any of the Guarantors becomes insolvent (including in said term either a negative Tangible Net Worth or an inability to pay their respective debts as they mature) or bankrupt, or makes an assignment for the benefit of their respective creditors, or consents to the appointment of a trustee or receiver of all or a substantial part of their respective properties or such appointment is made without their consent, or if bankruptcy, reorganization, arrangement, receivership or liquidation proceedings are instituted by or against Borrower or any of the Guarantors, and any involuntary bankruptcy proceeding is not dismissed within sixty (60) days of the filing of same; (b) Lender may, at its option, declare the Notes due and payable whereupon the same shall become due and payable forthwith, without presentment, protest, demand or notice of any kind in any of the following shall constitute a Default: cases: (ai) if Tenant fails to pay Rent If any payment of principal or interest or any other payment required by the Notes or by the terms of any of the Loan Documents shall not be fully paid when due hereunder demand (to the extent the same is payable on demand) is made for the payment of the same or within ten (10) days after written notice from Landlord the same shall fall due if payable other than on demand; (ii) If any payment of such failure to pay on the due date; provided, however, that if in principal or interest or any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay other payment required by any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed of Borrower or any of the Guarantors for any other money borrowed by Borrower or any of the Guarantors from Lender or for money borrowed by Borrower or any of the Guarantors from any third person in excess of the aggregate sum of $250,000.00 shall not be {W1772792;7} fully paid when demand is made for the payment of the same (to the extent payable on Tenant under this Lease demand) or when the same shall fall due, or if any of said obligations shall become or be declared in default (other than and all applicable cure and/or grace periods have expired); (iii) If any warranty or representation by Borrower or any of the obligation Guarantors contained in the Loan Documents or in any statement furnished by Borrower or any of the Guarantors to pay RentLender proves incorrect in any material respect; (iv) If default exists in the due observance of any of the covenants or agreements of Borrower or any of the Guarantors set forth in any of the Loan Documents; (v) If a final unappealable judgment (not covered by insurance) in an amount in excess of $250,000.00 is entered against Borrower or any of the Guarantors and remains unsatisfied for a period of 30 days after Landlord’s delivery thirty (30) calendar days; (vi) If Borrower or any of the Guarantors is voluntarily or involuntarily dissolved, or take any action to Tenant effect a dissolution, ceases to conduct business; (vii) If the Liens granted by Borrower to Lender in the Collateral pursuant to the Security Agreement shall cease to be continuing first priority Liens, or if an Event of written notice Default shall occur under the terms of the Security Agreement; (viii) If any Guaranty shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in part, or the validity or enforceability of any Guaranty shall be challenged or denied by any Guarantor; (ix) If Borrower suffers a net loss on a consolidated basis, as determined in accordance with GAAP consistently applied, in any three (3) consecutive fiscal quarters; or (x) If any "Change in Control" (as defined below) occurs. As used herein, the term "Change in Control" shall mean the happening of any of the following: (A) When any "person", as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), other than Borrower or any Affiliate of Borrower, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Borrower representing more than twenty percent (20.0%) of the combined voting power of either (I) the then outstanding shares of common stock of Borrower (the "Outstanding Common Stock") or (II) the then outstanding voting securities of Borrower entitled to vote generally in the election of directors (the "Voting Securities"); or (B) Individuals who, at the beginning of any twenty-four (24) month period, constitute the Directors of Borrower (the "Incumbent Board") cease for any reason to constitute at least a majority of the Directors or cease to be able to exercise the powers of the majority of the Board of Directors, provided that any individual becoming a director {W1772792;7} subsequent to the beginning of such default period whose election or nomination for election by Borrower's stockholders was approved by a vote of at least a majority of the Directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of Directors of Borrower (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under this Section 20.2(bthe Exchange Act); provided, however, that if the default cannot, or (C) Consummation by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Lease; (c) the occurrence Borrower of a default under any reorganization, merger or consolidation (a "Business Combination"), in each case, with respect to which all or substantially all of the leases scheduled individuals or entities who were the respective beneficial owners of the Outstanding Common Stock and Voting Securities immediately prior to such Business Combination do not, following consummation of all transactions intended to constitute part of such Business Combination, beneficially own, directly or indirectly, more than seventy-five percent (75.0%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation, business trust or other entity resulting from or being the surviving entity in such Business Combination in substantially the same proportion as their ownership immediately prior to such Business Combination of the Outstanding Common Stock and Voting Securities, as the case may be; or (D) Consummation of a complete liquidation or dissolution of Borrower or sale or other disposition of all or substantially all of the assets of Borrower other than to a corporation, business trust or other entity with respect to which, following consummation of all transactions intended to constitute part of such sale or disposition, more than seventy-five percent (75.0%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote in the election of directors, as the case may be, is then owned beneficially, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Common Stock and Voting Securities, immediately prior to such sale or disposition in substantially the same proportion as their ownership of the Outstanding Common Stock and Voting Securities, as the case may be, immediately prior to such sale or disposition. Notwithstanding the foregoing, an Event of Default shall not occur hereunder if any one of the foregoing Events of Default involves a Guarantor whose assets, on Exhibit D a consolidated basis, do not represent ten percent (“Other Leases”), which default under one 10.0%) or more of the Other Leases is not cured on a timely basis, pursuant to consolidated assets of Borrower and the terms Consolidated Subsidiaries as of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence date that such Event of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leaseoccurs.

Default Provisions. In addition to any Default arising under Section SECTION 20.1 above, each of the following shall constitute a DefaultIf Tenant does not: (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten twenty (1020) days after written the due date thereof pay any installment of Basic Annual Rent or additional rent; or (b) within thirty (30) days after notice from Landlord of such failure to pay on the due date; cure a default or additional rent (provided, however, that such thirty (30) day period shall be extended if in any consecutive 12 month period, the default is of such a nature that it could not reasonably be cured within such period of thirty (30) days and Tenant shall, on two (2) separate occasions, fail to pay any installment promptly commences and thereafter diligently pursues the curing of Rent on the date such installment of Rent is duedefault), then, on the third in any such occasion and on each occasion thereafter on which event, Tenant shall fail to pay an installment of Rent on be deemed in default under this Lease. Landlord may thereupon re-enter the date such installment of Rent is dueDemised Premises and, by summary proceedings or otherwise, dispossess the Tenant and any other occupants thereof, remove their effects not previously removed by them, and hold the Demised Premises as if this Lease had not been made. In addition, Landlord shall be relieved from any obligation to provide may, upon three (3) days notice to Tenant, and terminate this Lease. In any such event Tenant shall then no longer have a ten (10) day period remain liable as hereinafter provided in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails SECTION 20.2 In any case where Landlord has recovered possession of the Demised Premises by reason of Tenant's default, whether by action or inactionnot Landlord terminates this Lease, to timely comply withLandlord may, at Landlord's option, relate the Demised Premises or any part thereof, for a term or terms ot expire prior to, at the same time as, or satisfy, any or all of subsequent to the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes expiration date of this Lease; (c) , and receive the occurrence rent therefore, applying the same first to the payment of a default under any such expenses as Landlord may have incurred in connection with the recovery of possession, then to the cost of repairs, replacements or all renewals necessary because of the leases scheduled on Exhibit D (“Other Leases”)condition in which the Demised Premises were left by Tenant or repairs alterations, which default under one or more improvements otherwise necessary for reletting, and the expenses of reletting, including brokerage and attorneys' fees and costs of alterations to the Demised Premises, and then to the payment of an amount equal to the Basic Annual Rent and additional rent hereunder and to the cost and expense of performance of the Other Leases is not cured on a timely basisother covenants of Tenants as herein provided. All Basic Annual Rent and additional rent to be paid by Tenant shall be computed separately for each month, pursuant to less the terms net proceeds of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time periodreletting, if any, provided in as ascertained from time to time , and the Guaranty (eachsame shall be payable bye Tenant on the several rent payment days above specified. In reletting the Demised Premises, as aforesaid, Landlord may grant rent concessions, and Tenant shall not be credited therewith. No such reletting shall constitute acceptance of surrender of Demised Premises or be deemed evidence thereof. The Tenant shall not be entitled to any monthly or other surplus accruing as a “Guaranty Default”); upon the occurrence result of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leasereletting .

Default Provisions. In addition This Lease is also made upon the condition that if the Lessee shall neglect or fail to perform or observe any Default arising under Section 20.1 above, each of the following shall constitute a Default: (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten (10) days after written notice from Landlord of such failure to pay covenants herein contained on the due date; providedLessee's part to be performed or observed, howeveror if the estate hereby created shall be taken on execution, that attachment or by other process of law, or if the Lessee shall make or offer to make, in any consecutive 12 month periodor out of bankruptcy, Tenant shall, on two (2) separate occasions, fail to pay any installment a composition of Rent on the date such installment of Rent is due, then, on Lessee's debts with the third such occasion and on each occasion thereafter on which Tenant Lessee's creditors or if Lessee shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from observe any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease Lessor (other than the obligation payment of rent under the Master Lease) that Lessor holds to pay Rent) for a period Master Lessor under the terms and provisions of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that the Master Lease or if the default cannotLessee shall execute a trust mortgage or if the Lessee shall make an assignment for the benefit of its creditors, by its natureor if the Lessee shall commit any act which when done is an act of bankruptcy laws (Federal, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure periodState or otherwise), then, and in any of the said cases (notwithstanding any license of any former breach of covenant or waiver of the benefit hereof or consent in a former instance), the Lessor and the agents and servants of the Lessor lawfully may, in addition to and not in derogation of any remedies for preceding breach of covenant, immediately or at any time thereafter and without demand or notice and with or without process of law (forcibly if necessary) enter into and upon the Leased Premises or any part thereof in the name of the whole and repossess the same as long of the Lessor's former estate and expel the Lessee and those claiming through or under the Lessee and remove the effects of both or either (forcibly, if necessary) without being deemed guilty of any manner of trespass and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and upon entry as Tenant continues aforesaid, the Lessee's estate shall end, the Lessee hereby waiving all statutory rights; and the Lessee covenants with the Lessor that in case of such termination, or of termination under statute by reason of default on the part of the Lessee, the Lessee will pay to diligently pursue the Lessor, in equal monthly installments in advance, sums equal to the rent herein provided for, or if the Leased Premises have been relet, sums equal to the excess of the rent herein provided over the sums actually received by the Lessor, such sums being payable all as liquidated damages for the unexpired term hereof. And it is also agreed as a cure further condition of this Lease that if any proceedings are instituted in a court of competent jurisdiction for relief or composition of the Lessee's debts under any bankruptcy law (including, without limitation of the foregoing generality, adjudication of the Lessee as a bankrupt), or for the dissolution or liquidation of the Lessee, or for the appointment of a receiver, trustee or other similar officer to completiontake charge of a substantial part of the Lessee's property or to wind up the Lessee's affairs, Landlord shall not exercise its remedies under Section 21 then, unless such default remains uncured for more than 270 said proceedings are dismissed, and any receiver, trustee or other similar officer appointed there discharged, within sixty (60) days after the initial delivery institution of Landlord’s original default notice and such proceedings, the same shall not be deemed to constitute a breach of this Lease and thereupon, ipso facto and without entry or other action by the Lessor, the Lessee's estate shall cease and be a “Default” terminated and the Lessor shall immediately become entitled to recover of the Lessee, and the Lessee agrees in such event to pay the Lessor as liquidated damages for purposes such breach, an amount equal to the amount of the rent herein provided for the residue of the term hereof less the fair rental value of the Leased Premises for the residue of said term. For the purpose of the foregoing provisions of this Paragraph, the expression "rent herein provided for" shall be deemed to include all items of additional rent or other charges or payments for which the Lessee is responsible under any provision of this Lease; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Lease.

Default Provisions. In addition to any Default arising under Section 20.1 above, each of the following shall constitute a Default: (a) if Tenant fails If in respect of any purchase and sale of a Purchased Shares to pay Rent be completed in accordance with this Agreement any Seller is not present or any other payment when due hereunder within ten (10) days after written notice from Landlord represented at the Time of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply withClosing, or satisfy, is present or represented but fails for any or all of the obligations imposed on Tenant under this Lease (reason other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Lease; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant Purchaser to produce and deliver to the terms of Purchaser the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice documents required to be delivered hereunderat such time in accordance with the provisions hereof, nor shall then, at the option of the Purchaser and in addition to any cure period be available to Tenant hereunder; ratherremedies which the Purchaser may have at law or in equity in respect of such default: (i) notwithstanding any other provision of this Agreement, the occurrence aggregate purchase price payable by the Purchaser to that Seller may be deposited into a special account of a branch of the Company's principal banker in the name of or in trust for the Seller; or (ii) the Purchaser may elect not to purchase the Purchased Shares. If the purchase price for the Purchased Shares is deposited into a special account as aforesaid, then such deposit shall constitute valid and effective payment of the purchase price or consideration to the Seller for the Purchased Shares purchased from it even though the Seller has voluntarily Encumbered or Transferred any of the Purchased Shares and notwithstanding the fact that any of the Purchased Shares have not been delivered to the Purchaser and may have been delivered to any other Person, and from and after the date of such deposit or delivery, as the case may be, the purchase of the Purchased Shares shall be deemed to have been duly completed and all the right, title, benefit and interest, both at law and in equity, in and to the Purchased Shares, free and clear of any Encumbrance, shall be conclusively deemed to have been transferred and assigned to and become vested in the Purchaser and all the right, title, benefit and interest, both at law and in equity, of the Seller, whether as a Shareholder or otherwise, shall cease and terminate. (b) A defaulting Seller shall be entitled to receive any monies deposited in an Other Lease Default account in its name with the principal banker of the Company pursuant to Section 14.4(a)(i) without interest only upon delivery to the Purchaser of all of the documents the Seller was required to deliver to the Purchaser at the Time of Closing in accordance with the provisions hereof. (c) Each Seller of Purchased Shares hereby irrevocably constitutes and appoints the Purchaser of such Purchased Shares or any officer or person of similar authority of the Purchaser as its true and lawful attorney in fact and agent, with full power of substitution, for, in the name of and on behalf of the Seller, to execute and deliver all such assignments, transfers, instruments and other documents, including a transfer form, as may be necessary effectively to transfer and assign to the Purchaser, on the books of the Company and otherwise, the Purchased Shares. Such appointment and power of attorney, being coupled with an interest, shall immediately constitute a Default under this Lease; be irrevocable by the Seller and shall not be revoked by the insolvency, bankruptcy, incapacity, dissolution, liquidation or other termination of the existence of the Seller and each Seller hereby ratifies and confirms and agrees to ratify and confirm all that such attorney may lawfully do or cause to be done by virtue of the provisions hereof. (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”)Each Shareholder hereby consents, and fails agrees to cure same within cause any nominee on the time periodBoard to provide any necessary consent, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence to any transfer of any Guaranty Default, there shall be no notice required Shares made pursuant to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this LeaseArticle 14.

Default Provisions. In addition to any Default arising under Section 20.1 above, each of the following shall constitute a Default: (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten (10) days after written notice from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completioncure, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 120 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Leasenotice; and, at Landlord’s election; (c) if Tenant abandons the occurrence of a default under any Premises during the Term; or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) if Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this LeaseAgreement.

Default Provisions. In addition to any Default arising under Section 20.1 above, each Each of the following shall constitute a Defaultdefault by Tenant under this Lease: (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten (10) five days after written notice from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) five day period in which to cure any such failure; or (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s 's delivery to Tenant of written notice of such default under this Section 20.2(bSECTION 21.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, then Landlord shall not exercise its remedies under Section 21 SECTION 22 unless such default remains uncured for more than 270 60 days after the initial delivery of Landlord’s 's original default notice and same shall not be deemed to be a “Default” for purposes of this Lease; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leasenotice.

Default Provisions. In addition to any Default arising under Section 20.1 above, each Each of the following events shall constitute a Default: be deemed an event of default by Tenant within the meaning of this Paragraph 20: (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten (10) days after written notice from Landlord of such the failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent Basic Rental or Additional Rental when due and payable; (b) the failure to perform any of the material non-monetary covenants or conditions of this Lease on the part of Tenant to be performed; (c) if Tenant shall abandon the Leased Premises or removes Tenant's property therefrom other than in the ordinary course of business; (d) the making of an assignment by Tenant or Guarantor (as hereinafter defined) for the benefit of its creditors; (e) the appointment of a receiver or trustee of all or part of Tenant's or Guarantor's property; (f) the filing of a petition in bankruptcy by Tenant or Guarantor; (g) the filing of a petition by or against Tenant or Guarantor for its reorganization or for an arrangement under any bankruptcy law or other law; or (h) the filing of or petition by Tenant or Guarantor to effect a composition or an extension of time to pay its debts; provided that if an event referred to in sections (e) and (g) above shall have been involuntary on the part of Tenant or Guarantor, the Tenant shall have sixty (60) days to discharge the receiver or trustee or dismiss the petition after the appointment or filing. Upon the occurrence of any event of default described above (except for an event of default under subparagraph (b) above), Landlord may elect to terminate this Lease immediately upon serving a written notice of termination upon Tenant. Upon the occurrence of an event of default described in subparagraph (b) above, then Landlord may elect to terminate this Lease by serving a written notice upon Tenant of Landlord's election to terminate this Lease upon a specified date, not less than thirty (30) days after the day of serving of such notice. If said event of default shall not be corrected within said thirty (30) day period, this Lease shall then expire on the date such installment specified, as if that date had originally fixed as the expiration of Rent the Term. In the event that this Lease is dueterminated in the manner provided for in this Paragraph 20, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is dueor by court proceedings or otherwise, Landlord shall be relieved from or Landlord's agents, servants, or representatives may, at any obligation to provide time after written notice to TenantTenant and the times set forth in this Paragraph 20, reenter and resume possession of said Leased Premises, or any part thereof, and Tenant shall then no longer have a ten remove all persons and property therefrom (10) day period in which to cure at the cost and expense of Tenant), either by any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by suitable action or inactionproceeding at law or otherwise, to timely comply with, or satisfy, without being liable for any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if the default cannot, damages thereof. No reentry by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be an acceptance of a “Default” for purposes surrender of this Lease; (c) . In case the occurrence Basic Rental or any installment of a default under said Basic Rental hereby agreed to be paid shall at any time be in default, the Landlord shall have the right to distrain therefor. The Landlord, upon the happening of any of the events giving it the right to cancel and terminate this Lease, shall be entitled to the benefit of all of the provisions of law for the speedy recovery of lands and tenements in the State of Delaware that are now in force or may hereafter be enacted and as such Landlord shall be entitled to exercise any or all rights or remedies available to landlords in the State of the leases scheduled on Exhibit D (“Other Leases”), which default Delaware at law or in equity following a tenant default. All remedies available to Landlord under one this Lease and at law or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there in equity shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; cumulative and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leaseconcurrent.

Default Provisions. In addition to any Default arising under Section 20.1 above, each (a) Any of the following occurrences or acts shall constitute a Default: an Event of Default under this Lease: (ai) if Tenant fails to pay, within 5 days after notice from Landlord or any of its assignees to Tenant, any installment of Basic Rent. (ii) Tenant fails to pay Rent any payment of Additional Rent, or any other payment when due hereunder within ten (10) required to be paid by Tenant hereunder, including, without limitation, payment of Impositions and insurance premiums, and such failure continues for 30 days after written notice from thereof shall have been given to Tenant by Landlord. (iii) Tenant fails to observe or perform any other provision hereof for 30 days (or such shorter period of time as Landlord may reasonably determine if such default endangers life or property) after Landlord shall have delivered to Tenant written notice (except in the case of an emergency) of such failure (provided that, in the case of any default referred to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action clause (iii) which does not endanger life or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if the default property and which cannot, by its nature, not with diligence be cured within such 30 day period, but if Tenant commences shall proceed promptly to cure the same and diligently pursues a cure thereafter shall prosecute the curing of such default promptly with diligence, then upon receipt by Landlord of a certificate from an authorized officer of Tenant stating the reason that such default cannot be cured within 30 days and stating that Tenant is proceeding with diligence to cure such default, the time within which such failure may be cured shall be extended for such additional period as may be necessary to complete the curing of the same with diligence. (iv) An Act of Bankruptcy occurs with respect to Tenant, or Tenant becomes generally unable to pay its debts as they become due; provided, however, if a proceeding with respect to an Act of Bankruptcy is filed or commenced against Tenant, the same shall not constitute an Event of Default if such proceeding is dismissed within 90 days from the date of such Act of Bankruptcy. (v) Default is made (A) with respect to any evidence of indebtedness of liability for borrowed money of Tenant to the Credit Facility Provider, or (B) with respect to any evidence of indebtedness or liability of Tenant to any other Person for borrowed money or pursuant to a lease obligation, if the effect of such default described in clause (A) or (B) above is to accelerate the maturity of such evidence of indebtedness or liability prior to its stated maturity (whether automatically, following an election by the holder or obligee thereof to accelerate, or otherwise) or any such indebtedness is not paid as and when due and payable; provided, however, that it shall not constitute an Event of Default if the outstanding principal balance of such indebtedness or liability of Tenant to any Person other than the Credit Facility Provider or the State is not in excess of $1,000,000 or Tenant certifies to the Credit Facility Provider and the State that it is contesting such default in good faith and by appropriate and diligent proceedings. (vi) Any amendment to this Lease shall have been made without the prior written consent of the Credit Facility Provider and the State, which consent shall not be unreasonably withheld, conditioned or delayed, and, except for material changes which would require the consent or approval of the State Board of Public Works or the State Legislative Policy Committee, which consent shall be deemed given by the Credit Facility Provider or the State if the Credit Facility Provider or the State does not object to any proposed amendment within 15 business days after the receipt thereof by the Credit Facility Provider or the State. (vii) Tenant abandons the Leased Premises. (viii) The interest of Tenant in the Leased Premises or any part thereof shall be assigned or subleased in violation of Paragraph 17, or shall be levied upon or attached in any proceeding involving a claim in excess of $1,000,000 and such proceeding is not vacated, discharged or bonded against to the reasonable satisfaction of Landlord, the Credit Facility Provider and the State within 30 days thereafter. (ix) Any representation or warranty made by Tenant or its representatives in this Lease or any of the Lease Documents executed and delivered by Tenant or any statement or representation made by Tenant or its representatives in any certificate, report or opinion (including legal opinions) financial statement or other instrument furnished in connection with this Lease or any of the Lease Documents executed and delivered by Tenant proves to have been incorrect, false or misleading in any material respect when made. (x) Any judgment against Tenant or any attachment or other levy against the property of Tenant with respect to a claim for an amount in excess of $1,000,000 remains unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period of 60 days. (xi) Tenant fails to comply with any material requirement of any governmental authority having jurisdiction over the Leased Premises within the initial 30 day cure periodtime required by such governmental authority; or any proceeding is commenced or action taken to enforce any remedy for a violation of any material requirement of a governmental authority or any restrictive covenant affecting the Leased Premises or any part thereof; provided, thenhowever, it shall not constitute an Event of Default if Tenant is contesting the validity or applicability of any such requirement or covenant, at its sole cost and expense, in good faith and by appropriate and diligent proceedings. (xii) If any material provision of this Lease at any time for any reason ceases to be valid and binding on Tenant, or is declared to be null and void, or the validity or enforceability thereof is contested by Tenant or any governmental agency or authority, or Tenant denies that it has any further liability or obligation under this Lease or any of the Lease Documents executed and delivered by Tenant. (xiii) Landlord, the Credit Facility Provider or the State, or any of their respective representatives are not permitted, at all reasonable times (after at least 48 hours prior written notice to Tenant, unless an Event of Default shall have occurred and be continuing in which event notice will not be required), to enter upon the Leased Premises, to inspect the Leased Premises and all materials, equipment, fixtures and other items used or to be used in the construction thereof, and to examine all detailed plans, shop drawings and specifications which relate to or the appurtenances thereto or to be used in the operation thereof, provided, however, any person conducting such inspection shall comply with Tenant’s safety and operating policies and procedures. (xiv) An Event of Default (as long as Tenant continues to diligently pursue such a cure to completiondefined in the 1997 Lease) occurs under the 1997 Lease. (b) If an Event of Default shall have happened and be continuing, Landlord shall not exercise have the right at its remedies under Section 21 unless election, then or at any time thereafter while such default remains uncured for more than 270 days after the initial delivery Event of Default shall continue, to give Tenant written notice of Landlord’s original default intention to terminate this Lease on a date specified in such notice (such termination being hereinafter referred to as a “Default Termination” and such notice being hereinafter referred to as a “Default Termination Notice”). Upon giving a Default Termination Notice, the Term and the estate hereby granted shall terminate on the date specified in the Default Termination Notice as fully and completely and with the same effect as if such date were the date hereinbefore fixed for the expiration of the Term, and all rights of Tenant hereunder shall terminate, but Tenant shall remain liable as hereinafter provided. Notwithstanding the foregoing, no Default Termination Notice shall be effective unless it is also executed by the Credit Facility Provider. (c) If an Event of Default shall have happened and be continuing, Landlord shall have the immediate right, whether or not the Term shall have been terminated pursuant to Paragraph 19(b), to re-enter and repossess the Leased Premises or any part thereof by force (if legally permitted in the State of Maryland), summary proceedings, ejectment or otherwise and the right (subject to the rights and interests of equipment lessors) to remove all Persons and property therefrom. Landlord shall be under no liability for or by reason of any such entry, repossession or removal. No such re-entry or taking of possession of the Leased Premises by Landlord shall be construed as an election on Landlord’s part to terminate this Lease unless a Default Termination Notice shall have been given to Tenant, or unless the termination of this Lease be finally decreed by a court of competent jurisdiction. (d) At any time or from time to time after the repossession of the Leased Premises or any part thereof pursuant to Paragraph 19(c), whether or not this Lease shall have been terminated pursuant to Paragraph 19(b), Landlord shall use reasonable efforts to relet the Leased Premises or any part thereof for the account of Tenant or Landlord or otherwise, without notice to Tenant, for such term or terms and on such conditions (which may include concessions of free rent) and for such uses as Landlord, in its absolute discretion, may determine, and Landlord may collect and receive any rents payable by reason of such reletting. Landlord shall not be deemed responsible or liable for any failure to be a “Default” relet the Leased Premises or any part thereof or for purposes any failure to collect any rent due upon any such reletting. (e) In the event of the termination of this Lease; (c) the occurrence Lease upon an Event of a default under any Default or all repossession of the leases scheduled on Exhibit D (“Other Leases”Leased Premises or any part thereof pursuant to Paragraph 19(c) or otherwise, or the reletting of the Leased Premises or any part thereof pursuant to Paragraph 19(d), which default under one Tenant shall remain liable as hereinafter provided. (f) In the event of any Default Termination or more repossession of the Other Leases is not cured on a timely basis, pursuant to the terms Leased Premises or any part thereof by reason of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Event of Default, there shall be no notice Tenant will pay to Landlord Basic Rent, Additional Rent and other sums required to be delivered hereunderpaid by Tenant to and including the date of such termination or repossession (including, nor shall any cure period be available to Tenant hereunder; ratherwithout limitation, the occurrence amount of an Other Lease Default all sums which have become due and payable by Landlord under the Credit Facility Documents and the Bond Documents and the State Loan Documents); and, thereafter, Tenant shall, until the end of what would have been the Term in the absence of such termination or repossession, and whether or not the Leased Premises or any part thereof shall immediately constitute a Default have been relet, be liable to Landlord for, and shall pay to Landlord, as liquidated and agreed current damages on each Basic Rent Payment Date and on any other date when due and payable: (i) Basic Rent, Additional Rent and other sums which would be payable under this Lease; and Lease by Tenant in the absence of such termination or repossession, less (dii) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time periodnet proceeds, if any, provided of any reletting effected for the account of Tenant pursuant to Paragraph 19(d), after deducting from such proceeds all Landlord’s expenses in connection with such reletting (including, without limitation, all repossession costs, brokerage commissions, legal expenses, attorneys’ fees, employees’ expenses, alteration costs and expenses of preparation for such reletting). Tenant will pay such current damages on the days on which Basic Rent would have been payable under this Lease in the Guaranty absence of such termination or repossession, and Landlord shall be entitled to recover the same from Tenant on each such day. (eachg) At any time after a Default Termination, a Landlord shall be entitled to recover from Tenant, and Tenant will pay to Landlord within 120 days of demand therefor, an amount equal to Basic Rent, Additional Rent and other sums which would be payable under this Lease, from the date to which Tenant shall have satisfied in full its obligations under Paragraph 19(f) to pay current damages, to the end of the remaining Term of this Lease in the absence of such termination (assuming, in computing the amount of Basic Rent that would have been due under Paragraph 7, an interest rate which is equal to the rate applicable to such obligations on the date the Default Termination Notice is issued “Guaranty Defaultthe “Assumed Rate”); upon , discounted at the occurrence of any Guaranty DefaultAssumed Rate, there or such lower rate as shall be no notice required necessary to be delivered hereunderprovide that the sum payable by Tenant hereunder shall satisfy in full the sum of (I) all “Landlord’s Credit Facility Obligations” and “Landlord’s Bond Obligations” accrued through the date of the payment due under this Paragraph 19(g), nor including without limitation, all accrued fees, costs and expenses payable to the Trustee, the Remarketing Agent, the Rating Agency and the Credit Facility Provider, plus (II) all costs and expenses (including reasonable attorneys’ fees and expenses) of the Credit Facility Provider and Landlord in connection with such Default Termination. (h) The words “enter”, “re-enter” or “re-entry”, as used in this Paragraph 19, are not restricted to their technical meaning. (i) An Event of Default (as defined in this Lease) under this Lease shall any cure period be available to Tenant hereunder, but rather constitute an Event of Default (as defined in the occurrence 1997 Lease) under the 1997 Lease; and an Event of a Guaranty Default (as defined in the 1997 Lease) under the 1997 Lease shall immediately constitute a an Event of Default (as defined in this Lease) under this Lease.

Default Provisions. In addition to any Default arising under Section 20.1 above, each 23.1 Each of the following shall constitute a Default: material breach of this Lease and an event of default by Tenant (a"EVENT OF DEFAULT") if Tenant fails to pay Rent or any other payment when due hereunder within ten hereunder: (10A) days after written notice from Landlord of such Tenant's failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment within fifteen (15) days of Rent is duereceipt of Notice of non-payment; or (B) Tenant violates, thenbreaches or fails to comply with any other term, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment condition or provision of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenantthis Lease, and Tenant shall then no longer have a ten (10) day period in which fails to cure any such failure; violation, breach or non-compliance within thirty (b30) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of Notice from Landlord specifying such default under this Section 20.2(b)violation, breach or non-compliance; provided, however, that if such violation, breach or non-compliance (excluding the default non-payment of any sum due Landlord hereunder) cannot, by its nature, not reasonably be cured within such 30 thirty (30) day period and Tenant commences such cure promptly upon receipt of such notice and thereafter diligently and continuously takes such action as may be necessary to effect such cure, then Tenant shall have such longer period of time, as may be reasonably necessary to cure such violation, breach or non-compliance, it being understood that the cure provisions of this Section 23.1(b) shall not apply to any of the other Events of Default provided for in this Section 23.1; or (C) If Tenant (a "Debtor") shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent or shall file any petition or answer seeking any reorganization, arrangement, recapitalization, readjustment, liquidation, dissolution or similar relief under any present or future federal bankruptcy code or any other present or future applicable Law ("Bankruptcy Law"), or shall seek or consent to or acquiesce in the appointment of any trustee, custodian, receiver or liquidator of such Debtor or of all or any substantial part of its properties or of Tenant's interests in the Premises or any portion thereof, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as the same become due; or (D) If, within ninety (90) days after the commencement of any proceedings against any Debtor seeking any reorganization, arrangement, recapitalization, readjustment, liquidation, dissolution or similar relief under any Bankruptcy Law, such proceedings shall not have been finally vacated and dismissed; or if , within sixty (60) days after the appointment, without the consent or acquiescence of any Debtor, of any trustee, custodian, receiver or liquidator of such Debtor or of all or any substantial part of its property or of Tenant's interests in the Premises or any portion thereof, such appointment shall not have been finally vacated and dismissed; or if, within thirty (30) days after the levying or fixing of any order or writ of execution, warrant, attachment or garnishment against Tenant's interests in the Premises or any portion thereof, or against any Debtor, such order or writ shall not have been finally vacated and dismissed; or (E) If Tenant commits waste or otherwise breaches any of the covenants contained in Sections 15 or 19 hereof, and Tenant fails to cure such violation, breach or non-compliance within thirty (30) days after Notice from Landlord specifying such violation, breach or non-compliance. 23.2 Upon the occurrence of any Event of Default and at any time thereafter, Landlord may, but shall not be required to, exercise any of the following remedies, in addition to any others now or hereafter available to Landlord at law or in equity, without such exercise being deemed (a) an acceptance of surrender of the Premises, (b) a discharge of Tenant from liability hereunder, or (c) a termination of this Lease (which only may occur by Landlord's giving the notice referred to in Section 23.2(e) below): (A) Re-enter and repossess the Premises or any part thereof by all lawful means, and dispossess and remove Tenant and all other Persons and property from the Premises, without liability therefor or for any loss or damage occurring in connection therewith and without being deemed guilty of trespass and without prejudice to any remedies which otherwise may be available to Landlord. In no event shall any re-entry be deemed an acceptance of surrender of the Premises and/or this Lease or construed as an election on Landlord's part to terminate this Lease (which only may occur by Landlord's giving the notice referred to in Section 23.2(e)below); nor shall it absolve or discharge Tenant from liability under this Lease. Notwithstanding any such re-entry, or reletting pursuant to Section 23.2(b) below, Landlord may, at any time thereafter, elect to terminate this Lease for any future Event of Default. (B) Attempt to re-let the Premises or any part thereof in the name of Landlord, Tenant or otherwise, for such term or terms (which may be greater or less that the period, but which would otherwise have constituted the balance of the Term) and on such conditions (which may include concessions or free rent) as Landlord, in its sole and absolute discretion, may determine, and collect and receive the rent therefor. In no event, however, shall Landlord be under any obligation to re-let the Premises or any part thereof other than to make reasonable efforts to do so and to mitigate its damages, and Landlord shall in no way be responsible or liable for any failure to re-let or for any failure to collect any rent due upon any such re-letting. Landlord, at Landlord's option, may make such renovations and repairs and other physical changes in and to the Premises as Landlord, in its sole and absolute discretion, considers advisable or necessary in connection with any such re-letting or proposed re-letting, without relieving Tenant commences of any liability under this Lease or otherwise affecting any such liability. Landlord may recover from Tenant Landlord's costs associated with the reasonable alteration or repair of the Premises that is necessary and diligently pursues proper in connection with preparing the Premises for reletting as office space; provided, however, (1) such right of recovery shall be limited to an initial amount of sixty percent (60%) of the Tenant Improvement Allowance in the first year of the Term and reduced by twenty percent (20%) per Lease year for each lease year thereafter such that in the sixth year of the lease Term landlord shall not be entitled to any recovery for such costs and expenses, and (2) such right of recovery shall not apply in the event of the termination of the Lease for any reason in accordance with Sections 11 (Damage or Destruction) or 12 (Condemnation) of this Lease. (C) Bring suit to recover possession of the Premises and/or to collect all Rent and other sums and charges payable by Tenant hereunder and/or to specifically enforce any provision hereof and/or to seek damages. (D) Collect, by suit or otherwise, each installment of Rent (together with other sums payable by Tenant hereunder) as they became due, and/or any deficiency (the "DEFICIENCY") between the Rent and the net proceeds of any re-letting of the Premises (after first deducting from any re-letting proceeds all of Landlord's reasonable expenses in connection with such re-entry and/or re-letting, including, without limitation, all repossession costs, brokerage and management commissions, operating expenses, reasonable attorneys' fees and disbursements, alteration costs and other expenses of preparing the Premises for such re-letting). In any proceeding to enforce its rights and remedies under this Lease, Landlord shall be entitled to collect all costs and expenses incurred by Landlord, including, without limitation, attorneys' fees and experts' fees. Landlord shall be entitled to recover all such amounts monthly or as the same shall arise and not suit to collect such amounts for any period shall prejudice Landlord's right to collect such amounts for any prior or subsequent period by a cure similar proceeding. Alternatively, Landlord shall have the right to (a) accumulate such amounts and sue to recover the same from time to time as Landlord may determine, ▇▇ (b) accelerate Rent due hereunder for a period of up to one (1) year from the period any Rent is past due and unpaid. Except as expressly set forth herein, in no event shall Tenant be entitled to a credit in respect of any proceeds from any re-letting and then only to the extent that such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completionproceeds are actually received by Landlord. Notwithstanding any other provision of this Agreement, Landlord shall not exercise have (and hereby waives same if provided by applicable law) any right to accelerate rent and all other amounts payable by Tenant hereunder. Landlord shall not have the right to sue Tenant for any consequential, punitive or special damages (inclu▇▇▇g, without limitation, any claims for lost profits and/or lost business opportunity), or sue Tenant for the cost to renovate the Premises for any prospective ▇▇nant except as described in Section 23.2(b) above. In the event of any default by Tenant under this Lease, Landlord shall use commercially reasonable efforts to mitigate its remedies damages. 23.3 Tenant, for and on behalf of itself and all Persons claiming by, through or under Section 21 unless Tenant (including, without limitation, Tenant's trustee-in-bankruptcy and all of Tenant's creditors), hereby expressly waives, so far as permitted by law, any and all rights which Tenant and all such default remains uncured for more than 270 days Persons have to (a) have a jury determine any issue in dispute between Landlord and Tenant, (b) redeem the Premises or any portion thereof, (c) re-enter or repossess the Premises or any portion thereof, and (d) restore the operation of this Lease after Tenant shall have been dispossessed by a judgment, writ or other court order, or after any re-entry or repossession by Landlord, or after any termination of this Lease, whether such dispossession, re-entry or termination shall be by operation of law or pursuant to the initial delivery provisions of Landlord’s original default notice this Lease. The terms "enter", "re-enter", "entry" or "re-entry", as used in this Lease, are not and same shall not be deemed to be a “Default” for purposes of this Lease; (c) restricted to their technical legal meanings. 23.4 If, following the occurrence of a default under any or all Event of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered Default hereunder, nor Landlord elects not to terminate this Lease or if this Lease shall terminate as a result of or while there exists an Event of Default hereunder, any cure period funds (including interest earned thereon, if any) then held by Landlord or a Landlord's Mortgagee in which Tenant has an interest may be available applied by Landlord for the purposes of curing any Event of Default and/or to Tenant pay any damages to which Landlord is entitled hereunder; rather. If this Lease is terminated, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time periodbalance remaining, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required paid to Tenant. 23.5 Landlord will not be delivered hereunderdeemed in default under this Lease unless Landlord violates, nor breaches or fails to comply with any term, condition or provision of this Lease, and Landlord fails to cure such violation, breach or non-compliance within thirty (30) days after Notice from Tenant specifying such violation, breach or non-compliance; provided, however, if such violation, breach or non-compliance cannot reasonably be cured within such thirty (30) day period and Landlord commences such cure promptly upon receipt of such Notice and thereafter diligently and continuously takes such action as may be necessary to effect such cure, then Landlord shall have such longer period of time (not to exceed sixty (60) days), as may be reasonably necessary to cure such violation, breach or non-compliance. Upon any cure period be available default by Landlord, Tenant may exercise any of its rights provided at law or in equity, subject to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under all limitations set forth elsewhere in this Lease.

Default Provisions. In addition to any Default arising under Section 20.1 above, each (a) Any of the following occurrences or acts shall constitute a an event of default (each, an "Event of Default: ") under this Lease: (ai) if Tenant fails the Lessee shall fail to pay any Net Rent, Offer Purchase Price or Contingent Rent or any other payment when due hereunder within ten (10) days after written notice from Landlord of such failure to pay Payment on the due datedate on which payment is due; provided, however, that if in any consecutive 12 month periodwith respect to Net Rent, Tenant shall, Lessee shall be entitled to notice of such non-payment and a five (5) Business Day cure period with respect to the defaulted amount before such non-payment of Net Rent becomes an Event of Default on up to two (2) separate occasions during any period of eighteen (18) consecutive months during the Term (after such two (2) notices of non-payment of Net Rent during any period of eighteen (18) consecutive months Lessee will not be entitled to further notice of non-payment or grace or cure periods with respect to Net Rent payments during the remainder of the eighteen (18) month period in question (i.e. the period beginning with the first of such two occasions) and an Event of Default shall exist if future Net Rent payments during such period of eighteen (18) consecutive months are not made when due). (ii) subject to the terms of Section 18 relating to permitted contests, if the Lessee shall fail to pay any installment of Imposition (including, without limitation, any interest or penalties that may then be applicable thereto) within five (5) Business Days after written demand by Lessor or Agent. (iii) if the Lessee shall fail to pay any Additional Rent or other monetary payment due hereunder (other than the payment referred to in subsections [i] or [ii] above) or due under the Transaction Agreement or any Transaction Document on the date such installment payment is due and such failure is not cured within five (5) Business Days after written notice of Rent such failure is due, then, on given by either Lessor or Agent to Lessee; (iv) if the third such occasion and on each occasion thereafter on which Tenant Lessee shall fail to pay an installment comply with any Insurance Requirement (either by actual insurance or through the use of Rent on a self-insurance program satisfying the date requirements of Section 16(e) hereof) and such installment failure is not cured within thirty (30) days after written notice of Rent such failure is due, Landlord given to Lessee (which cure period shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period days instead of thirty (30) days if the non-compliance in which question is an actual failure to cure have any such failure; (b) except as is otherwise provided below required insurance in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(bforce); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a foregoing cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same period shall not be deemed to limit Lessor's or Agent's right to take action as deemed necessary to avoid lapse or termination of coverage even during such cure period nor Lessee's obligations to reimburse Lessor for any funds it may expend in connection therewith; (v) if the Lessee shall voluntarily grant or create any Lien (other than Permitted Encumbrances) upon the Property or any part thereof interest therein or upon any Net Rent, Additional Rent or other sum payable hereunder; (vi) if Lessee shall fail to comply with any of the affirmative or negative covenants set out in Section 32 hereof; (vii) if any representation or warranty made by Lessee under this Lease, any supplement hereto, the Transaction Agreement, or any other Transaction Document proves to have been false or materially misleading at the time made and the misrepresentation, in the reasonable judgment of Lessor or Agent, as applicable, has a material adverse effect upon Lessor or the Instrument Holders; (viii) if the Lessee shall fail to observe or perform any other provision hereof (except as provided in Section 18 hereof), or fail to observe or perform Lessee's obligations under the Transaction Agreement or any Transaction Document and, in either case, Lessee does not cure such failure within thirty (30) days after receipt of written notice to the Lessee of such failure; (ix) if an Event of Default has occurred under the Environmental Indemnity Agreement, or an Event of Default by Lessee has occurred under the Transaction Agreement or any of the other Transaction Documents; (x) Upon the occurrence of a payment default by Lessee with respect to any other indebtedness in an amount in excess of $5 million owed by Lessee to any person or entity as and when such payment is due, which default continues beyond any grace or cure periods applicable thereto under the terms of the instruments evidencing such indebtedness; or (xi) if a custodian, receiver, liquidator, or trustee of Lessee, or of any of the property of Lessee, is appointed or takes possession, and such appointment or possession remains in effect for more than sixty (60) days; or Lessee generally fails to pay its debts as they become due or admits in writing its inability to pay its debts as they mature; or Lessee is adjudicated bankrupt or insolvent; or an order for relief is entered under the Federal Bankruptcy Code against Lessee; or any of the property of Lessee is sequestered by court order and the order remains in effect for more than sixty (60) days; or a petition is filed against Lessee under the bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or subsequently in effect, and is not stayed or dismissed within sixty (60) days after filing; (xii) if Lessee files a petition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or subsequently in effect; or consents to the filing of any petition against it under any such law; or consents to the appointment of or taking possession by a custodian, receiver, trustee or liquidator of Lessee or of all or any part of the property of Lessee; (xiii) if the Property or any material portion thereof shall be left vacant or unattended and without proper maintenance for a “Default” period of thirty (30) days after notice from Lessor requesting maintenance or other appropriate action. Nothing in the foregoing provision shall be deemed to prohibit Lessee from ceasing retail operations at any Parcel so long as the Improvements as to which retail operations have ceased continue to be properly secured, maintained, and insured as required by the terms of this Lease; or (xiv) if an Event of Default by the Lease Guarantor has occurred under the Lease Guarantee. To the extent any provision of this Lease requires payment and/or performance of any matter after written request or demand by Lessor, and Lessor gives such written request or demand for the action in question to Lessee, such written request or demand to Lessee specifically requesting or demanding payment or performance of the matter in question, and specifying that if payment or performance is not made an Event of Default may be declared by Lessor or Agent, shall constitute the notice required to be given by Lessor under this Section 19(a) for purposes of beginning any applicable grace or cure period, and if the action requested or demanded is not taken by Lessee within the applicable grace or cure period in question, an Event of Default shall arise hereunder without the necessity of any further notice or demand by Lessor or Agent. It is expressly agreed that in all circumstances where Lessee is entitled to receive notice of non-performance from Lessor pursuant to this Section 19(a) the notice in question may be given on behalf of Lessor by Agent, and Lessor hereby appoints Agent as its agent for purposes of giving such notices to Lessee. If at any time there is more than one entity that is a Lessee under the terms of this Lease, then (A) any Event of Default by any Lessee (including, but without limitation, an Event of Default pursuant to subsections 19(a)(xi) and/or (xii) as to such Lessee, shall constitute an Event of Default for purposes of all parties constituting "Lessee," and (B) where Lessor or Agent is required to give notice of any default, non-payment, or non-performance hereunder, notice shall be given to the Lessee Parent which shall be effective as to all Lessees regardless of which Lessee actually uses or occupies the portions of the Property in question. If an Event of Default occurs (including the expiration of applicable grace or cure periods), then the subsequent performance of the defaulted obligation shall not be deemed to "cure" the Event of Default unless Lessor (with the consent of Agent) agrees to accept such cure in writing, and absent such agreement the Event of Default in question shall be deemed to "continue" for all purposes of this Lease; . However, the purchase by Lessee of an affected portion of the Property pursuant to subsection 13(a)(i), 14(a)(v) or 14(a)(vi) where no Event of Default exists with respect to the remaining portions of the Property shall be deemed to "cure" the Event of Default in question, the Lease shall remain in effect as to the remainder of the Property, and the Lessor and Lessee shall be automatically restored to their former rights and positions hereunder. (b) The Lessor may take all steps to protect and enforce the rights of the Lessor or obligations of the Lessee hereunder, whether by action, suit or proceeding at law or in equity (for the specific performance of any covenant, condition or agreement contained in this Lease, or in aid of the execution of any power herein granted, or for the enforcement of any other appropriate legal or equitable remedy) or otherwise as the Lessor shall deem necessary or advisable. (c) If an Event of Default shall have occurred and be continuing, then: (i) By written notice by the occurrence Lessor to the Lessee, the Lessor may terminate this Lease; provided, that no such termination shall be effective unless approval of a default under any or all such termination is given in writing by Agent to both Lessor and Lessee. This Lease and the estate hereby granted shall expire and terminate on the date specified in such notice (or, if later, the date on which approval of such notice is given by Agent) as fully and completely and with the same effect as if such date were the Expiration Date herein fixed for the expiration of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more Term and all rights of the Other Leases is Lessee hereunder shall expire and terminate, but the Lessee shall remain liable as hereinafter provided. (ii) Should the Lessor elect not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other terminate this Lease Default”); upon after the occurrence of an Other Lease Event of Default, there this Lease shall continue in effect and Lessor may enforce all Lessor's rights and remedies under this Lease including the right to recover the rent as it becomes due under this Lease. For the purposes hereof, the following do not constitute a termination of this Lease: (A) Acts of maintenance or preservation of the Property or any part thereof or efforts to relet the Property or any part thereof, including, without limitation, termination of any sublease of the Property and removal of such subtenant from the Property; and/or (B) The appointment of a receiver upon initiative of the Lessor to protect the Lessor's interest under this Lease. (d) If an Event of Default shall have occurred and be continuing, the Lessor shall have (i) the right, whether or not this Lease shall have been terminated pursuant to subsection 19(c) hereof, to re-enter and repossess the Property or any part thereof, as the Lessor may elect, by summary proceedings, ejectment, any other legal action or in any other lawful manner the Lessor determines to be necessary or desirable and (ii) the right to remove all persons and property therefrom. The Lessor shall be under no liability by reason of any such re-entry, repossession or removal. No such re-entry or repossession of the Property or any part thereof shall be construed as an election by the Lessor to terminate this Lease unless a notice of such termination is given to the Lessee pursuant to subsection 19(c) hereof, or unless such termination is decreed by a court or other governmental tribunal of competent jurisdiction. Should the Lessor elect to re-enter the Property as herein provided or should the Lessor take possession pursuant to legal proceedings or pursuant to any notice provided for by Law or upon termination of this Lease pursuant to subsection 19(c) hereof or otherwise as permitted by Law, the Lessee shall peaceably quit and surrender the Property or any part thereof to the Lessor. In any such event, neither the Lessee nor any person claiming through or under the Lessee, by virtue of any Law, shall be entitled to possession or to remain in possession of the Property, but shall forthwith quit and surrender the Property to the Lessor. (e) At any time or from time to time after the re-entry or repossession of the Property or any part thereof pursuant to subsection 19(d) hereof, whether or not this Lease shall have been terminated pursuant to subsection 19(c) hereof, the Lessor may (but, except as otherwise required by applicable Law, shall be under no obligation to) relet the Property or any part thereof, for the account of the Lessee, without notice to the Lessee, for such term or terms and on such conditions and for such uses as the Lessor, in its discretion, may determine. The Lessor may collect and receive any rents payable by reason of such reletting. The Lessor shall not be delivered liable for any failure to relet the Property or any part thereof or for any failure to collect any rent due upon any such reletting. (f) No termination of this Lease pursuant to subsection 19(c) hereof, or by operation of Law, and no re-entry or repossession of the Property or any part thereof, pursuant to subsection 19(d) hereof, and no reletting of the Property or any part thereof pursuant to subsection 19(e) hereof, shall relieve the Lessee of its liabilities and obligations hereunder, nor all of which shall any cure period be available to Tenant hereunder; rathersurvive such termination, re-entry, repossession or reletting. (g) Upon the occurrence of an Other Event of Default, the Lessor, without waiving any Event of Default or releasing Lessee from any obligation, may (but shall be under no obligation to) make any required payment or perform any required act for the account and at the expense of the Lessee, and may enter upon the Property for such purpose and take all such action thereon as, in the Lessor's sole discretion, may be necessary or appropriate therefor. No such entry shall be deemed an eviction of the Lessee or a termination of this Lease. All sums so paid by the Lessor and all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses so incurred, together with interest thereon to the extent permitted by Law) shall be paid by the Lessee to the Lessor on demand as Additional Rent. (h) In the event of any termination of this Lease Default or re-entry or repossession of the Property or any part thereof by reason of the occurrence of any Event of Default, the Lessee shall immediately constitute a Default pay to the Lessor all Net Rent and Additional Rent and other sums required to be paid to and including the date of such termination, re-entry or repossession; and thereafter, until the end of the Term, whether or not the Property or any part thereof shall have been relet, the Lessee shall be liable to the Lessor for, and shall pay to the Lessor, on the days on which such amounts would be payable under this Lease; Lease in the absence of such termination, re-entry or repossession, as agreed current damages and (d) Guarantor defaults not as a penalty: all Net Rent, all Additional Rent and other sums which would be payable under any this Lease by the Lessee, in the absence of such termination, re-entry or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”)repossession, and fails all costs (including reasonable attorneys' fees and expenses) incurred by the Lessor hereunder (payable on demand). At such time after the termination or expiration of this Lease as the Lessee shall have paid all amounts required to cure same be paid by it under this Lease and the Lessor shall have discharged any and all obligations to the Agent, then the Lessor shall pay to the Lessee, within five (5) Business Days after its receipt thereof, the time periodnet proceeds, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Defaultreletting effected for the account of the Lessee pursuant to subsection 19(e), there after deducting from such proceeds all the Lessor's reasonable expenses in connection with such reletting (including, but not limited to, all repossession costs, brokerage commissions, attorneys' fees and expenses, employees' expenses, alteration costs and expenses of preparation for such reletting), and the amounts to which Lessee may be entitled hereunder shall be no notice required held by Lessor in trust for Lessee pending any such payment to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default Lessee. (i) Lessor may exercise its rights under this Lease.Section

Default Provisions. In addition to any Default arising under Section 20.1 21.1 above, each of the following shall constitute a Default: (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten five (105) days after written notice from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 twelve (12) month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) five day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 thirty (30) days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b21.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 thirty (30) day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 thirty (30) day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, then Landlord shall not exercise its remedies under Section 21 22 unless such default remains uncured for more than 270 sixty (60) days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Leasenotice; and, at Landlord’s election; (c) if Tenant vacates or abandons the occurrence of a default under any or all of Premises during the leases scheduled on Exhibit D Term; (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(sd) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there . It shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence an automatic Event of an Other Lease Default shall immediately constitute a Default under this Lease; Lease (for which no notice or cure period shall be required) in the event that (i) Tenant transfers all of some portion of its assets to another party, regardless of a.) the nature of the assets and b.) whether that transferee is an affiliate of Tenant or an unrelated third party, and (dii) Guarantor defaults under any as a result (directly or all indirectly) of its such transfer, Tenant no longer has sufficient assets to permit Tenant to timely and fully satisfy the obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default monetary or otherwise) imposed on it under this Lease.

Default Provisions. In 18.4.1. The terms of this Agreement shall not entitle any Party to cancel, rescind, or otherwise terminate this Agreement. However, such limitations shall not affect in any manner any other rights or remedies which a Party may have hereunder or under applicable law by reason of any such breach. However, notwithstanding the preceding provisions of this Section, if Owner does not build the Rail Spur as and when required (unless Owner’s failure is as a result of an inability to acquire the Rail Spur ROW after the exercise of due diligence) City shall be entitled to recover costs previously incurred or spent by City regarding the Rail Spur construction, and such cost, when determined by a court of competent jurisdiction, shall constitute a lien on any portion of the Property then owned by Owner. 18.4.2. All easements, rights and covenants contained herein shall be enforceable by suit for specific performance and mandatory injunctive relief, in addition to any Default arising under Section 20.1 aboveother remedy provided by law or equity. 18.4.3. No Party shall be entitled to pursue any action for specific performance, each of the following shall constitute a Default: (a) if Tenant fails to pay Rent injunctive relief, or any other payment when due hereunder available remedy arising out of a default under this Agreement until the non-defaulting Party has provided to the Party alleged to be in default a written Default Notice (with, if applicable, a copy to any other Party to this Agreement) specifying the specific nature of the default, and the alleged defaulting Party has failed to cure the default within ten thirty (1030) days after written notice from Landlord of such failure to pay on the due date; providedeffective date of the Default Notice. In the event the cure of a default reasonably requires greater than the thirty (30) day time period specified, however, that if in any consecutive 12 month period, Tenant the grace period granted herein shall, on two if the defaulting Party has initiated cure of the default within the thirty (230) separate occasionsday time period and is continuing to 18.4.4. In the event of a material default by Owner with respect to its obligations to either City or County (or both) under this Agreement, fail and failure of Owner to pay cure the default within the grace period set forth above, in addition to any installment other remedies available to them under the terms of Rent on the date such installment of Rent is due, then, on the third such occasion this Agreement City and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord County shall be relieved from any obligation entitled to provide notice withhold issuance of additional development permits or authorizations until the default has been cured. If Owner has, prior to Tenantthe occurrence of the default, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any conveyed some or all of the Property to unrelated third parties (such parcel or parcels then becoming a “Third Party Parcel”) and the default of Owner is not with respect to, or impact City or County obligations imposed on Tenant under this Lease (other than regarding, a Third Party Parcel, the obligation right of City and County to pay Rent) for withhold permits upon a period of 30 days after Landlord’s delivery default by Owner shall not extend to Tenant of written notice City or County permits pending or to be issued with respect to a successor owner of such default under this Section 20.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Lease; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this LeaseThird Party Parcel.

Default Provisions. In addition to any Default arising under Section 20.1 above, each If: (i) Tenant shall default in payment of the following shall constitute a Default: (a) if Tenant fails to pay Rent or any other payment when rent due hereunder within and such default shall continue for a period of ten (10) days after the due date of the rent; or (ii) the Premises become deserted or stand vacant or are used for a purpose other than that stated in Article 1 herein; or (iii) Tenant be in default under any other covenant, agreement, obligations or condition of this Lease and fails to cure such default within thirty (30) days after written notice thereof from Landlord (of if such default shall be of such failure to pay on the due date; provided, however, a nature that if in any consecutive 12 month it cannot be cured completely within thirty (30) day period, Tenant shall not have properly commenced within such (30) day period and shall not thereafter proceed with reasonable diligence and good faith to remedy such default); (iv) Tenant shall file a voluntary petition in bankruptcy, reorganization or receivership, become insolvent, be adjudicated bankrupt, or make an assignment for the benefit of creditors, or if any involuntary petition in bankruptcy, reorganization or receivership is filed against Tenant and not dismissed within sixty (60) days, any such event shall, on two (2) separate occasionsat Landlord's option, fail constitute a default of Tenant hereunder and Landlord, at Landlord's option and without further notice to pay Tenant, which is hereby expressly waived, may at any installment of Rent on time declare this Lease terminated and this Lease shall expire as fully and completely as if that day were the date such installment herein originally fixed for the expiration of Rent is duethe term, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail quit and surrender the Premises to pay an installment Landlord, but Tenant shall nevertheless continue to remain liable hereunder. Landlord may at any time thereafter re-enter the Leased Premises and remove all persons and property therefrom by any suitable action or proceeding at law or in equity or by force or otherwise, without being liable for any prosecution thereof or any damages arising therefrom and repossess and enjoy the Leased Premises. Such re-entry shall not relieve Tenant of Rent on the obligation to make the rental payments required by this Lease at the time and in the manner provided herein. Upon such re-entry, Landlord may, but shall not be required to, repair, alter, remodel and/or change the character of the Leased Premises as Landlord may see fit and/or at any time relet the Premises in whole or in part for any period of time that Landlord elects, whether longer or shorter than the unexpired portion of the term of this Lease, as agent of Tenant, or otherwise, in the name of Landlord or of Tenant, as Landlord shall see fit, and Landlord may receive the rents therefor, applying the same first to the payment of such reasonable expenses as Landlord may have incurred in entering, dispossessing, reletting, repairing or altering the premises, and then to the fulfillment of the covenants of Tenant herein, including, but not limited to, the rental payments required hereunder, retaining any balances until the date the term of this Lease would otherwise have expired, as security for the payment of all obligations of Tenant which may arise and be unpaid during such installment of Rent is dueperiod. In attempting to relet the Leased Premises, Landlord shall be relieved from any obligation the sole judge as to provide notice to Tenant, whether or not a proposed Tenant is suitable and Tenant acceptable. Landlord shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if the default cannot, by its naturereceiving partial payments of rents in arrears, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” have waived any rights herein for purposes nonpayment of this Lease; (c) rent or for any other default on the occurrence of a default under any or all part of the leases scheduled on Exhibit D (“Other Leases”)Tenant. Should Landlord at any time terminate this Lease for any default, which default under one or more in addition to any other remedies it may have, it may recover from Tenant all damages it may incur of such default, including the cost of recovering the Premises, reasonable attorney's fees and the worth at the time of such termination of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time periodexcess, if any, of the amount of rent and charges equivalent to rent reserved in this Lease for the remainder of the Term over the then reasonable rental value over the remainder of the term, all of which amounts shall be immediately due and payable. The rights and remedies provided in the Guaranty (eachthis Article 17 shall be cumulative and shall be in addition to every other right provided in this Lease, a “Guaranty Default”); upon the occurrence at law or in equity. The exercise of any Guaranty Default, there right or remedy by Landlord hereunder shall be no notice required to be delivered hereunder, nor shall not preclude the simultaneous or later exercise by Landlord of any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under or all other rights or remedies provided in this Lease, at law or in equity.

Default Provisions. In addition to any Default arising under Section 20.1 above, each (a) Any of the following occurrences or acts shall constitute a an event of default (each, an "Event of Default: ") under this Lease: (ai) if Tenant fails the Lessee shall fail to pay any Net Rent, Offer Purchase Price or Contingent Rent or any other payment when due hereunder within ten (10) days after written notice from Landlord of such failure to pay Payment on the due datedate on which payment is due; provided, however, that if in any consecutive 12 month periodwith respect to Net Rent, Tenant shall, Lessee shall be entitled to notice of such non-payment and a five (5) Business Day cure period with respect to the defaulted amount before such non-payment of Net Rent becomes an Event of Default on up to two (2) separate occasions during any period of eighteen (18) consecutive months during the Term (after such two (2) notices of non-payment of Net Rent during any period of eighteen (18) consecutive months Lessee will not be entitled to further notice of non-payment or grace or cure periods with respect to Net Rent payments during the remainder of the eighteen (18) month period in question (i.e. the period beginning with the first of such two occasions) and an Event of Default shall exist if future Net Rent payments during such period of eighteen (18) consecutive months are not made when due). (ii) subject to the terms of Section 18 relating to permitted contests, if the Lessee shall fail to pay any installment of Imposition (including, without limitation, any interest or penalties that may then be applicable thereto) within five (5) Business Days after written demand by Lessor or Agent. (iii) if the Lessee shall fail to pay any Additional Rent or other monetary payment due hereunder (other than the payment referred to in subsections [i] or [ii] above) or due under the Transaction Agreement or any Transaction Document on the date such installment payment is due and such failure is not cured within five (5) Business Days after written notice of Rent such failure is due, then, on given by either Lessor or Agent to Lessee; (iv) if the third such occasion and on each occasion thereafter on which Tenant Lessee shall fail to pay an installment comply with any Insurance Requirement (either by actual insurance or through the use of Rent on a self-insurance program satisfying the date requirements of Section 16(e) hereof) and such installment failure is not cured within thirty (30) days after written notice of Rent such failure is due, Landlord given to Lessee (which cure period shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period days instead of thirty (30) days if the non-compliance in which question is an actual failure to cure have any such failure; (b) except as is otherwise provided below required insurance in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(bforce); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a foregoing cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same period shall not be deemed to limit Lessor's or Agent's right to take action as deemed necessary to avoid lapse or termination of coverage even during such cure period nor Lessee's obligations to reimburse Lessor for any funds it may expend in connection therewith; (v) if the Lessee shall voluntarily grant or create any Lien (other than Permitted Encumbrances) upon the Property or any part thereof or interest therein or upon any Net Rent, Additional Rent or other sum payable hereunder; (vi) if Lessee shall fail to comply with any of the affirmative or negative covenants set out in Section 32 hereof; (vii) if any representation or warranty made by Lessee under this Lease, any supplement hereto, the Transaction Agreement, or any other Transaction Document proves to have been false or materially misleading at the time made and the misrepresentation, in the reasonable judgment of Lessor or Agent, as applicable, has a material adverse effect upon Lessor or the Instrument Holders; (viii) if the Lessee shall fail to observe or perform any other provision hereof (except as provided in Section 18 hereof), or fail to observe or perform Lessee's obligations under the Transaction Agreement or any Transaction Document and, in either case, Lessee does not cure such failure within thirty (30) days after receipt of written notice to the Lessee of such failure; (ix) if an Event of Default has occurred under the Environmental Indemnity Agreement, or an Event of Default by Lessee has occurred under the Transaction Agreement or any of the other Transaction Documents; (x) Upon the occurrence of a payment default by Lessee with respect to any other indebtedness in an amount in excess of $5 million owed by Lessee to any person or entity as and when such payment is due, which default continues beyond any grace or cure periods applicable thereto under the terms of the instruments evidencing such indebtedness; or (xi) if a custodian, receiver, liquidator, or trustee of Lessee, or of any of the property of Lessee, is appointed or takes possession, and such appointment or possession remains in effect for more than sixty (60) days; or Lessee generally fails to pay its debts as they become due or admits in writing its inability to pay its debts as they mature; or Lessee is adjudicated bankrupt or insolvent; or an order for relief is entered under the Federal Bankruptcy Code against Lessee; or any of the property of Lessee is sequestered by court order and the order remains in effect for more than sixty (60) days; or a petition is filed against Lessee under the bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or subsequently in effect, and is not stayed or dismissed within sixty (60) days after filing; (xii) if Lessee files a petition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or subsequently in effect; or consents to the filing of any petition against it under any such law; or consents to the appointment of or taking possession by a custodian, receiver, trustee or liquidator of Lessee or of all or any part of the property of Lessee; (xiii) if the Property or any material portion thereof shall be left vacant or unattended and without proper maintenance for a “Default” period of thirty (30) days after notice from Lessor requesting maintenance or other appropriate action. Nothing in the foregoing provision shall be deemed to prohibit Lessee from ceasing retail operations at any Parcel so long as the Improvements as to which retail operations have ceased continue to be properly secured, maintained, and insured as required by the terms of this Lease; or (xiv) if an Event of Default by the Lease Guarantor has occurred under the Lease Guarantee. To the extent any provision of this Lease requires payment and/or performance of any matter after written request or demand by Lessor, and Lessor gives such written request or demand for the action in question to Lessee, such written request or demand to Lessee specifically requesting or demanding payment or performance of the matter in question, and specifying that if payment or performance is not made an Event of Default may be declared by Lessor or Agent, shall constitute the notice required to be given by Lessor under this Section 19(a) for purposes of beginning any applicable grace or cure period, and if the action requested or demanded is not taken by Lessee within the applicable grace or cure period in question, an Event of Default shall arise hereunder without the necessity of any further notice or demand by Lessor or Agent. It is expressly agreed that in all circumstances where Lessee is entitled to receive notice of non-performance from Lessor pursuant to this Section 19(a) the notice in question may be given on behalf of Lessor by Agent, and Lessor hereby appoints Agent as its agent for purposes of giving such notices to Lessee. If at any time there is more than one entity that is a Lessee under the terms of this Lease, then (A) any Event of Default by any Lessee (including, but without limitation, an Event of Default pursuant to subsections 19(a)(xi) and/or (xii) as to such Lessee, shall constitute an Event of Default for purposes of all parties constituting "Lessee," and (B) where Lessor or Agent is required to give notice of any default, non-payment, or non-performance hereunder, notice shall be given to the Lessee Parent which shall be effective as to all Lessees regardless of which Lessee actually uses or occupies the portions of the Property in question. If an Event of Default occurs (including the expiration of applicable grace or cure periods), then the subsequent performance of the defaulted obligation shall not be deemed to "cure" the Event of Default unless Lessor (with the consent of Agent) agrees to accept such cure in writing, and absent such agreement the Event of Default in question shall be deemed to "continue" for all purposes of this Lease; . However, the purchase by Lessee of an affected portion of the Property pursuant to subsection 13(a)(i), 14(a)(v) or 14(a)(vi) where no Event of Default exists with respect to the remaining portions of the Property shall be deemed to "cure" the Event of Default in question, the Lease shall remain in effect as to the remainder of the Property, and the Lessor and Lessee shall be automatically restored to their former rights and positions hereunder. (b) The Lessor may take all steps to protect and enforce the rights of the Lessor or obligations of the Lessee hereunder, whether by action, suit or proceeding at law or in equity (for the specific performance of any covenant, condition or agreement contained in this Lease, or in aid of the execution of any power herein granted, or for the enforcement of any other appropriate legal or equitable remedy) or otherwise as the Lessor shall deem necessary or advisable. (c) If an Event of Default shall have occurred and be continuing, then: (i) By written notice by the occurrence Lessor to the Lessee, the Lessor may terminate this Lease; provided, that no such termination shall be effective unless approval of a default under any or all such termination is given in writing by Agent to both Lessor and Lessee. This Lease and the estate hereby granted shall expire and terminate on the date specified in such notice (or, if later, the date on which approval of such notice is given by Agent) as fully and completely and with the same effect as if such date were the Expiration Date herein fixed for the expiration of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more Term and all rights of the Other Leases is Lessee hereunder shall expire and terminate, but the Lessee shall remain liable as hereinafter provided. (ii) Should the Lessor elect not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other terminate this Lease Default”); upon after the occurrence of an Other Lease Event of Default, there this Lease shall continue in effect and Lessor may enforce all Lessor's rights and remedies under this Lease including the right to recover the rent as it becomes due under this Lease. For the purposes hereof, the following do not constitute a termination of this Lease: (A) Acts of maintenance or preservation of the Property or any part thereof or efforts to relet the Property or any part thereof, including, without limitation, termination of any sublease of the Property and removal of such subtenant from the Property; and/or (B) The appointment of a receiver upon initiative of the Lessor to protect the Lessor's interest under this Lease. (d) If an Event of Default shall have occurred and be continuing, the Lessor shall have (i) the right, whether or not this Lease shall have been terminated pursuant to subsection 19(c) hereof, to re-enter and repossess the Property or any part thereof, as the Lessor may elect, by summary proceedings, ejectment, any other legal action or in any other lawful manner the Lessor determines to be necessary or desirable and (ii) the right to remove all persons and property therefrom. The Lessor shall be under no liability by reason of any such re-entry, repossession or removal. No such re-entry or repossession of the Property or any part thereof shall be construed as an election by the Lessor to terminate this Lease unless a notice of such termination is given to the Lessee pursuant to subsection 19(c) hereof, or unless such termination is decreed by a court or other governmental tribunal of competent jurisdiction. Should the Lessor elect to re-enter the Property as herein provided or should the Lessor take possession pursuant to legal proceedings or pursuant to any notice provided for by Law or upon termination of this Lease pursuant to subsection 19(c) hereof or otherwise as permitted by Law, the Lessee shall peaceably quit and surrender the Property or any part thereof to the Lessor. In any such event, neither the Lessee nor any person claiming through or under the Lessee, by virtue of any Law, shall be entitled to possession or to remain in possession of the Property, but shall forthwith quit and surrender the Property to the Lessor. (e) At any time or from time to time after the re-entry or repossession of the Property or any part thereof pursuant to subsection 19(d) hereof, whether or not this Lease shall have been terminated pursuant to subsection 19(c) hereof, the Lessor may (but, except as otherwise required by applicable Law, shall be under no obligation to) relet the Property or any part thereof, for the account of the Lessee, without notice to the Lessee, for such term or terms and on such conditions and for such uses as the Lessor, in its discretion, may determine. The Lessor may collect and receive any rents payable by reason of such reletting. The Lessor shall not be delivered liable for any failure to relet the Property or any part thereof or for any failure to collect any rent due upon any such reletting. (f) No termination of this Lease pursuant to subsection 19(c) hereof, or by operation of Law, and no re-entry or repossession of the Property or any part thereof, pursuant to subsection 19(d) hereof, and no reletting of the Property or any part thereof pursuant to subsection 19(e) hereof, shall relieve the Lessee of its liabilities and obligations hereunder, nor all of which shall any cure period be available to Tenant hereunder; rathersurvive such termination, re-entry, repossession or reletting. (g) Upon the occurrence of an Other Event of Default, the Lessor, without waiving any Event of Default or releasing Lessee from any obligation, may (but shall be under no obligation to) make any required payment or perform any required act for the account and at the expense of the Lessee, and may enter upon the Property for such purpose and take all such action thereon as, in the Lessor's sole discretion, may be necessary or appropriate therefor. No such entry shall be deemed an eviction of the Lessee or a termination of this Lease. All sums so paid by the Lessor and all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses so incurred, together with interest thereon to the extent permitted by Law) shall be paid by the Lessee to the Lessor on demand as Additional Rent. (h) In the event of any termination of this Lease Default or re-entry or repossession of the Property or any part thereof by reason of the occurrence of any Event of Default, the Lessee shall immediately constitute a Default pay to the Lessor all Net Rent and Additional Rent and other sums required to be paid to and including the date of such termination, re-entry or repossession; and thereafter, until the end of the Term, whether or not the Property or any part thereof shall have been relet, the Lessee shall be liable to the Lessor for, and shall pay to the Lessor, on the days on which such amounts would be payable under this Lease; Lease in the absence of such termination, re-entry or repossession, as agreed current damages and (d) Guarantor defaults not as a penalty: all Net Rent, all Additional Rent and other sums which would be payable under any this Lease by the Lessee, in the absence of such termination, re-entry or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”)repossession, and fails all costs (including reasonable attorneys' fees and expenses) incurred by the Lessor hereunder (payable on demand). At such time after the termination or expiration of this Lease as the Lessee shall have paid all amounts required to cure same be paid by it under this Lease and the Lessor shall have discharged any and all obligations to the Agent, then the Lessor shall pay to the Lessee, within five (5) Business Days after its receipt thereof, the time periodnet proceeds, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Defaultreletting effected for the account of the Lessee pursuant to subsection 19(e), there after deducting from such proceeds all the Lessor's reasonable expenses in connection with such reletting (including, but not limited to, all repossession costs, brokerage commissions, attorneys' fees and expenses, employees' expenses, alteration costs and expenses of preparation for such reletting), and the amounts to which Lessee may be entitled hereunder shall be no notice required held by Lessor in trust for Lessee pending any such payment to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default Lessee. (i) Lessor may exercise its rights under this Lease.Secti

Default Provisions. In addition to (a) The occurrence of any Default arising under Section 20.1 above, each one or more of the following events (any such event being specified herein as a "failure" or "default") shall constitute an Event of Default under this Lease: (i) Failure by Tenant to make any payment of Basic Rent which continues unremedied for a Default: period of five (a5) if business days after written notice ("Nonpayment Notice") thereof given to Tenant fails by Landlord or Lender or Lender's designee; or (ii) Failure by Tenant to pay make any payment of Additional Rent or any other payment when due hereunder within sum herein required to be paid by Tenant which continues unremedied for a period of ten (10) business days after a Nonpayment Notice is given to Tenant by Landlord or Lender or Lender's designee; or (iii) Failure by Tenant to perform and observe, or a violation or breach of, any other provision in this Lease and such default shall continue for a period of thirty (30) days after written notice thereof is given by Landlord or Lender or Lender's designee to Tenant or if such default is of such a nature that it cannot reasonably be cured within such period of thirty (30) days, such period shall be extended for such longer time as is reasonably necessary provided that Tenant has commenced to cure such default within said period of thirty (30) days and is actively, diligently and in good faith proceeding with continuity to remedy such default; or (iv) Tenant or any guarantor of Tenant's obligations hereunder shall (A) voluntarily be adjudicated a bankrupt or insolvent, (B) or voluntarily consent to the appointment of a receiver or trustee for itself or for any of the Leased Premises, (C) voluntarily file a petition seeking relief under the bankruptcy or other similar laws of the United States, any state or any jurisdiction, or (D) voluntarily file a general assignment for the benefit of creditors; or (v) A court shall enter an order, judgment or decree appointing, with the voluntary consent of Tenant or any guarantor of Tenant's obligations hereunder, a receiver or trustee for Tenant or any guarantor of Tenant's obligations hereunder or for the Leased Premises or approving a petition filed against Tenant or any guarantor of Tenant's obligations hereunder which seeks relief under the bankruptcy or other similar laws of the United States or any State, and such order, judgment or decree shall remain in force, undischarged or unstayed, one hundred twenty (120) days after it is entered; or (vi) Tenant or any guarantor of Tenant's obligations hereunder shall in any insolvency proceedings be liquidated or dissolved or shall voluntarily commence proceedings towards its liquidation or dissolution; or (vii) The estate or interest of Tenant in the Leased Premises shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within one hundred twenty (120) days after such levy or attachment. (b) If any Event of Default shall have occurred, Landlord shall have the right at its option, then or at any time thereafter, to do any one or more of the following without demand upon or notice to Tenant except to the extent such notice as is required below: (i) Landlord may give Tenant notice (following the occurrence of an Event of Default) of Landlord's intention to terminate this Lease on a date specified in such notice (which date shall be no sooner than twenty (20) days after the date of the notice). Upon the date therein specified, unless the Event of Default for which the termination is effected has been cured by Tenant, the Term and the estate hereby granted and all rights of Tenant hereunder shall expire and terminate as if such date were the date herein above fixed for the expiration of the Term, and Landlord shall be entitled to recover the damages incurred by Landlord as a result of the Event of Default as provided in subparagraph (c) below. (ii) Landlord may, whether or not the Term of this Lease shall have been terminated pursuant to clause (i) above, give Tenant notice (following the occurrence of an Event of Default) to surrender the Leased Premises to Landlord on a date specified in such notice (which date shall be no sooner than thirty (30) days after the date of the notice), at which time Tenant shall surrender and deliver possession of the Leased Premises to Landlord unless the Event of Default for which the termination of Tenant's right of possession is effected has been cured by Tenant. Upon or at any time after taking possession of the Leased Premises, Landlord may remove any persons or property therefrom. Landlord shall be under no liability for or by reason of any such entry, repossession or removal. No such entry or repossession shall be construed as an election by Landlord to terminate this Lease unless Landlord gives a written notice of such intention to Tenant pursuant to clause (i) above. (iii) Landlord may continue this Lease in effect for so long as Landlord does not so terminate Tenant's right to possession, and enforce all Landlord's rights and remedies under this Lease, including, without limitation, the right to recover Basic Rent and Additional Rent as they become due. (i) In the event of any termination of this Lease or repossession of any of the Leased Premises by reason of the occurrence of an Event of Default, Tenant shall pay to Landlord Basic Rent, Additional Rent and all other sums required to be paid by Tenant to and including the date of such expiration or repossession. (ii) After repossession of the Leased Premises pursuant to subparagraph (b)(ii) above, Tenant shall, until the end of what would have been the Term in the absence of such repossession, and whether or not any of the Leased Premises shall have been relet (but subject to the mitigation requirements set forth below), be liable to Landlord for and shall pay to Landlord as damages: (A) Basic Rent, Additional Rent and all other sums which would be payable under this Lease by Tenant in the absence of such repossession, less (B) the net proceeds, if any, of any reletting pursuant to paragraph 19 (c)(iii) and any other revenues generated by the Leased Premises (including, without limitation, receipts from subtenants, licensees, concessions or other possessory arrangements), after deducting from such proceeds all of Landlord's reasonable expenses in connection with such reletting (including all reasonable repossession costs, brokerage commissions, legal expenses, attorneys' fees, employees' expenses, costs of Alteration, expenses of preparation for reletting), and other costs and expenses incurred by Landlord as a result of Tenant's default. Tenant hereby agrees to be and remain liable for all sums aforesaid and Landlord may recover such damages from Tenant and institute and maintain successive actions or legal proceedings against Tenant for the recovery of such damages. Nothing herein contained shall be deemed to require Landlord to wait to begin such action or other legal proceedings until the date when the Term would have expired by limitation had there been no such Event of Default. (iii) After repossession of any of the Leased Premises pursuant to subparagraph (b)(ii) above, Landlord may relet the Leased Premises or any part thereof to such tenant or tenants for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the Term) for such rent, on such conditions (which may include concessions or free rent) and for such uses as Landlord, in its reasonable discretion, may determine; and Landlord shall collect and receive any rents payable by reason of such reletting. All rental and use income received in connection with the Leased Premises, including without limitation, the rents received on such reletting, shall be applied (A) first to the reasonable and actual expenses of such reletting and collection, including without limitation necessary renovation and alterations of the Leased Premises, reasonable and actual attorneys' fees and any reasonable and actual real estate commissions paid, and (B) thereafter toward payment of all sums due or to become due Landlord hereunder. If a sufficient amount to pay such expenses and sums shall not be realized or secured, then Tenant shall pay Landlord any such deficiency monthly, and Landlord may bring an action therefor as such monthly deficiency shall arise. Landlord shall not, in any event, be required to pay Tenant any sums received by Landlord on a reletting of the Leased Premises in excess of the rent provided in this Lease, but such excess shall reduce any accrued present or future obligations of Tenant under this Lease. Landlord's re-entry and reletting of the Leased Premises without termination of this Lease shall not preclude Landlord from subsequently terminating this Lease as set forth above. Landlord may make such Alterations as Landlord in its reasonable discretion may deem advisable. Tenant agrees to pay Landlord, as Additional Rent, immediately upon demand, all reasonable expenses incurred by Landlord in obtaining possession, in performing Alterations and in reletting any of the Leased Premises, including fees and commissions of attorneys, architects, agents and brokers. (iv) If Landlord shall have reentered the Leased Premises, as the case may be, whether or not Landlord shall have recovered any amounts under Paragraph 19(c)(ii) or 19(c)(iii), Landlord shall be entitled to recover from Tenant and Tenant shall pay to Landlord, on demand, as and for liquidated and agreed final damages for Tenant's default, the amount by which the Basic Rent, and all Additional Rent reserved hereunder for the unexpired portion of the Term demised herein as if the Lease had not expired or been terminated exceeds the then fair and reasonable rental value of the Leased Premises for the same period, discounted to present worth at the annual rate of nine percent (9%), minus any such monthly deficiencies previously recovered from Tenant under Paragraph 19(c)(ii) and (iii) if applicable. Tenant shall have no further liability for the payment of monthly deficiencies under Paragraph 19(c)(ii) and (iii) after the exercise by the Landlord of the remedy provided in this subparagraph (iv). (v) Upon the occurrence of any Event of Default, Tenant shall pay to Landlord on any installment of Basic Rent or any Additional Rent not paid on or before the date when each such payment is due, interest on the delinquent amount at the rate of twelve percent (12%) per annum (the "Default Rate") computed from the date such payment of Basic Rent or Additional Rent was due to and including the date of payment. (vi) In the event of the termination of this Lease or repossession of the Leased Premises after the occurrence of any Event of Default, Landlord agrees to exercise reasonable efforts to mitigate the damages arising as a result of the occurrence of such Event of Default. (vii) Except as provided in Paragraph 19(d), Landlord may exercise any other right or remedy now or hereafter existing by law or in equity. If the Leased Premises are located in the State of California, there is attached hereto Exhibit "C" entitled "California Provisions" and all of the provisions, terms and conditions thereof are incorporated herein and made a part hereof. Exhibit "C" includes an addition to Paragraph 19(c)(vii), which is incorporated at this point if the Leased Premises are located in the State of California. (d) If Landlord elects to terminate this Lease or Tenant's right to possession of the Leased Premises on account of any default by Tenant, Landlord shall have the right, to the maximum extent provided by law, to terminate any and all subleases, licenses, concessions, or other consensual arrangements for possession entered into by Tenant and affecting the Leased Premises unless Landlord has executed (or is obligated pursuant to the terms of Paragraph 16 of this Lease to execute) a nondisturbance and attornment agreement with respect to the sublease or other agreement, or, in Landlord's sole discretion, Landlord may succeed to Tenant's interest in such subleases, licenses, concessions, or arrangements. In the event of Landlord's election to succeed to Tenant's interest in any such subleases, licenses, concessions, or arrangements, Tenant shall have no further right to or interest in the rent or other consideration receivable thereunder as of the date of notice by Landlord of such failure election, but the same shall be applied as in accordance with this Paragraph. (e) Landlord and Tenant agree that upon the occurrence of any Event of Default by Tenant, the remedies provisions of this Lease are intended to pay on supersede any common law or statutory rights that Landlord may have to accelerate the Basic Rent and Additional Rent due dateunder this Lease, and Landlord hereby waives any such statutory or common law rights. Subject to Landlord's continuing ability to enforce the remedies provided in this Lease upon an Event of Default by Tenant, Landlord's waiver hereunder shall apply to all such rights of acceleration whether same are currently available under existing statutes or common law(s) or whether such rights of acceleration are hereafter available under future statutes or common law(s). Furthermore, notwithstanding any provision to the contrary in this Lease, any amount received by Landlord under this Lease or in connection with the Leased Premises after the occurrence of any Event of Default shall be applied to the obligations of Tenant hereunder. Without limiting the generality of the foregoing, the amount of any Net Proceeds and Net Award received by Landlord which, but for the occurrence of such Event of Default, would otherwise be available to Tenant for Restoration, shall be applied to reduce the liability of Tenant under this Lease as to such Restoration. (f) If any statute or rule of law governing a proceeding in which the damages provided for in Paragraph 19(c) are to be proved shall validly limit the amount thereof to an amount less than the amount above agreed upon, Landlord shall be entitled to the maximum amount allowable under such statute or rule of law. (i) If Landlord fails to perform any of its obligations under this Lease, Tenant shall give Landlord written notice thereof. Landlord shall have the right to cure such breach during the 30-day period following receipt of Tenant's notice hereunder; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which commences to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if the default cannot, by its nature, be cured breach within such 30 day period, but Tenant commences period and thereafter diligently pursues a cure of such default promptly within prosecutes the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure same to completion, Landlord shall not exercise its remedies under Section 21 unless be in default hereunder. If the breach of Landlord materially adversely affects Tenant's use and enjoyment of the Leased Premises and if Landlord has not cured such breach during the 30 day period following receipt of Tenant's notice hereunder, then notwithstanding any continuing efforts of Landlord to cure such breach, Tenant shall have the right, but not the obligation, to cure such breach. (ii) If the Leased Premises are subject to a Mortgage, Tenant shall serve Lender concurrent copies of any notices of default remains uncured for more than 270 served on Landlord hereunder, and if Landlord fails to complete any cure within the cure period(s) provided above, Lender shall have an additional period of thirty (30) days after the initial delivery expiration of any such cure period(s) to cure any default of Landlord’s original default notice and same . Notwithstanding such additional cure period of Lender, if Landlord fails to cure any Landlord breach within the cure period(s) described above, Tenant shall have the right, but not be deemed the obligation, to be a “Default” for purposes of this Lease; cure such breach. (ciii) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, If pursuant to the terms foregoing provisions Tenant cures any breach of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; ratherLandlord, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; reasonable costs and expenses incurred by Tenant in connection with such cure (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time periodincluding attorneys' fees incurred with respect thereto, if any), provided together with interest thereon at the Default Rate from the respective date(s) of Tenant's payment of each item of cost or expense, shall be payable by Landlord upon demand. Tenant shall look solely to Landlord's interest in the Guaranty (eachLeased Premises, a “Guaranty Default”); upon the occurrence rent and income therefrom, any condemnation or insurance proceeds attributable to the Leased Premises, and the proceeds from any sale or disposition of the Leased Premises for the recovery of any Guaranty Defaultjudgment against Landlord, there and neither Landlord nor its partners, members, managers, directors, officers or shareholders shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Lease.personally liable

Default Provisions. In addition to any Default arising under Section 20.1 above, each (a) Any of the following occurrences or acts shall constitute a an event of default (herein called an “Event of Default: ”) under this Lease: (ai) if If Tenant, at any time during the continuance of this Lease (and regardless of the pendency of any bankruptcy, reorganization, receivership, insolvency or other proceedings, at law, in equity, or before any administrative tribunal, which have or might have the effect of preventing Tenant fails from complying with the terms of this Lease), shall (A) fail to pay Rent or make any other payment when due hereunder within of Basic Rent and such failure continues for ten (10) days after Business Days following written notice from Landlord to Tenant specifying such failure, (B) fail to make any payment when due of Additional Rent and such failure continues for twenty (20) Business Days following written notice from Landlord to Tenant specifying such failure, (C) fail to maintain any insurance required under this Lease and such failure continues for ten (10) Business Days following written notice from Landlord to Tenant specifying such failure, or (D) fail to observe or perform any other material provision hereof for thirty (30) Business Days following written notice from Landlord to Tenant specifying such failure, provided, that in the case of any default referred to in this Lease which is reasonably susceptible of cure but cannot with diligence be cured within such thirty (30) Business Day period, then, upon receipt by Landlord of a certificate of Tenant signed by an officer of Tenant stating the reason such default cannot be cured within thirty (30) Business Days, describing the efforts being undertaken by Tenant to cure such default and reasonably estimating the cure period, and provided that Tenant at all times proceeds with good faith due diligence to cure such default, the time within which such failure may be cured shall be extended for such period as may be necessary to complete the curing of the same with continuous, good faith due diligence (provided further that Tenant shall provide Landlord with an update of such failure original certificate, signed by an officer of Tenant, no less frequently than monthly, which update shall include a reasonably detailed description of what Tenant is continuing to pay on do and what Tenant has then accomplished, and a reasonable estimate of how long it will take to complete the due datecure); providedor (ii) If Tenant shall file a petition commencing a voluntary case under the Federal Bankruptcy Code or any other federal or state law (as now or hereafter in effect) relating to bankruptcy, howeverinsolvency, that reorganization, winding-up or adjustment of debts (hereinafter singly a “Bankruptcy Law” and collectively “Bankruptcy Laws”) or if Tenant shall (A) apply for or consent to the appointment of, or the taking of possession by, any receiver, custodian, trustee, United States Trustee or liquidator (or other similar official) of the Premises or any part thereof or of any substantial portion of Tenant’s property or (B) make a general assignment for the benefit of its creditors; or (iii) If an order for relief against Tenant shall be entered in any consecutive 12 month periodinvoluntary case under the Federal Bankruptcy Code or any similar order against Tenant shall be entered pursuant to any other Bankruptcy Law, or if a petition commencing an involuntary case against Tenant shallor proposing the reorganization of Tenant under any Bankruptcy Law shall be filed and not be discharged or denied within ninety (90) days after such filing, on two or if an order, judgment or decree by any court of competent jurisdiction approving or ordering (2A) separate occasionsthe liquidation, fail reorganization, dissolution, winding-up or adjustment of debts of Tenant, or (B) the appointment of a receiver, custodian, trustee, United States Trustee or liquidator (or any similar official) of the Premises or any part thereof or of Tenant or of any substantial portion of Tenant’s property shall be entered and continue unstayed and in effect for ninety (90) days. (b) If an Event of Default shall have occurred and be continuing, Landlord shall have, in its sole discretion, the following rights: (i) To terminate the Term of this Lease by written notice to pay any installment Tenant. Thereupon, the Term of Rent this Lease and the estate hereby granted shall terminate on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Landlord designates in such notice as completely and with the same effect as if such date were the date fixed herein for the expiration of the Term of this Lease, and all rights of Tenant hereunder shall terminate, but Tenant shall fail remain liable as provided herein. In the event of Landlord’s termination of this Lease, Tenant shall pay to pay an installment of Landlord all Basic Rent on and Additional Rent to and including the date such installment of Rent is duetermination. (ii) If Landlord has terminated this Lease pursuant to clause (i) above, to (A) re-enter and repossess the Premises or any part thereof by summary proceedings, ejections or otherwise and (B) remove all persons and property therefrom. (iii) To use reasonable efforts to relet the Premises or any part thereof for the account of Tenant, in the name of Tenant or Landlord shall be relieved from any obligation to provide or otherwise, without notice to Tenant, for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the term of this Lease) and on such conditions (which may include concessions or free rent) and for such uses as Landlord, in its absolute discretion, may determine; provided Landlord shall not be required to make any effort to relet the Premises except as required by applicable law. Landlord may collect and receive any rents payable by reason of such reletting. If the Premises are relet by Landlord for the account of Tenant, Tenant shall then no longer have a ten be liable to Landlord for, and shall pay to Landlord, as damages (10A) day period in which to cure any all Basic Rent and all Additional Rent as and when such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant amounts would be payable under this Lease by Tenant in the absence of any such reletting, together with all reasonable expenses of Landlord in connection with such reletting efforts, if any (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(bincluding, without limitation, all reasonable repossession costs, brokerage commissions, reasonable attorneys’ fees and expenses, and reasonable repair costs); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Lease; less (cB) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time periodnet proceeds, if any, provided of any reletting. Notwithstanding the foregoing, in the Guaranty event any such reletting is for a term longer than the balance of the Term, Tenant shall be responsible for only a proportionate part of the expenses based on the balance of the Term as compared to the fixed minimum term of the reletting. Tenant shall pay such damages on the dates on which Rent would be payable under this Lease in the absence of such reletting, and Landlord shall be entitled to recover the same from Tenant on each such date. (eachiv) without thereby waiving such Event of Default, a “Guaranty Default”); Landlord may, but shall not be obligated to, take all action, including, without limitation, entry upon the occurrence Premises, to perform the obligation of Tenant hereunder immediately and without notice in the case of any Guaranty Defaultemergency as may be reasonably determined by Landlord and upon five (5) business days’ notice to Tenant in other cases. All reasonable expenses incurred by Landlord in connection therewith, there including, without limitation, reasonable attorneys’ fees to the extent actually incurred and expenses (including, without limitation, those incurred in connection with any appellate proceedings), shall constitute Additional Rent under this Lease and shall be paid by Tenant to Landlord upon demand. (c) No termination of this Lease pursuant to Subparagraph 17(b)(i), by operation of law or otherwise, and no notice required repossession of the Premises or any part thereof pursuant to Subparagraph 17(b)(ii) or otherwise, and no reletting of the Premises or any part thereof pursuant to Subparagraph 17(b)(iii), and no payment of any amounts by Tenant under Subparagraph 17(b) or the exercise by Landlord of any of its other rights under Subparagraph 17(b) shall relieve Tenant of any liabilities under this Lease which by express provision of this Lease survive such expiration, termination, repossession, reletting or purchase. Nothing in this Paragraph 17 shall be delivered hereunder, nor shall deemed to waive any cure period be available duty of Landlord under applicable law to Tenant hereunder, but rather mitigate damages as a result of an Event of Default. (d) In the occurrence event of a Guaranty Default shall immediately constitute a Default litigation between the parties with respect to the enforcement of Landlord’s remedies under this Lease, the losing party shall reimburse the prevailing party for all reasonable attorneys’ fees and expenses incurred by the prevailing party with respect thereto.

Default Provisions. A. In addition to the event of any Default arising under Section 20.1 abovedefault of Tenant in paying any installment of Rent for a period of thirty (30) business days or in the payment of other sums payable hereunder, each which default shall continue for a period of the following shall constitute a Default: fifteen (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten (1015) days after notice thereof by Landlord to Tenant (in each instance an "event of default"), Landlord may elect to immediately terminate this Lease by serving a written notice from upon Tenant. B. In the event of any other event of default of Tenant hereinafter mentioned in this Section 20, then Landlord may elect to terminate this Lease by serving a written notice upon Tenant of Landlord's election to terminate this Lease upon a specified date, not less than thirty (30) days after the day of serving of such failure to pay notice. If said event of default shall not be corrected within said thirty (30) day period, this Lease shall then expire on the due datedate specified, as if that date had originally been fixed as the expiration of the term hereinafter granted; provided, however, that this Lease shall not terminate or expire if Tenant undertakes diligently to remedy a default within such thirty (30) day period. C. In addition to the matters set forth in this Paragraph 20, each of the following events shall be deemed an event of default by Tenant within the meaning of this Paragraph 20: (1) the failure to perform any consecutive 12 month period, of the non-monetary covenants or conditions of this Lease on the part of Tenant shall, on two to be performed; (2) separate occasions, fail to pay any installment the making of Rent on an assignment by Tenant for the date such installment benefit of Rent its creditors; (3) the appointment of a receiver or trustee of all or part of Tenant's property; (4) the filing of an application for voluntarily liquidation by Tenant; D. In the event that this Lease is due, then, on terminated in the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise manner provided below for in this Section 20.220, if or by court proceedings or otherwise, or in the event that the Land, or a substantial part thereof, shall be abandoned by Tenant failsduring the said term, whether Landlord or Landlord's agents, servants or representatives may, at any time after written notice to Tenant and the expiration of the applicable cure period set forth in this Section 20, reenter and resume possession of said Land, and remove all persons and property therefrom, either by any suitable action or inactionproceeding at law, to timely comply with, or satisfy, without being liable for any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if the default cannot, damages therefor. No reentry by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be an acceptance of a “Default” for purposes surrender of this Lease; (c) and Tenant agrees that in the occurrence event this Lease in accordance with its provisions, is terminated because of a default under Tenant's default, Landlord's lien in and to this Lease and any improvement on or hereinafter placed on the Land and on any equity of Tenant in and to any furnishings, equipment, fixtures or any other personal property, shall forthwith attach, such lien being granted for the purposes of securing the performance of Tenant's obligations hereunder. E. The Landlord, upon the happening of any of the events giving it the right to annul and cancel this Lease, shall be entitled to the benefit of all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more provisions of law for the Other Leases is not cured on a timely basis, pursuant to the terms speedy recovery of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default lands and tenements under this Lease; and (d) Guarantor defaults under any Lease held over by the Tenant in Anne Arundel County, Maryland th▇▇ ▇re now in force or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall may hereafter be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leaseenacted.

Default Provisions. A. In addition to the event of any Default arising under Section 20.1 abovedefault of Tenant in paying any installment of Rent for a period of thirty (30) business days or in the payment of other sums payable hereunder, each which default shall continue for a period of the following shall constitute a Default: fifteen (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten (1015) days after notice thereof by Landlord to Tenant (in each instance an "event of default"), Landlord may elect to immediately terminate this Lease by serving a written notice from upon Tenant. B. In the event of any other event of default of Tenant hereinafter mentioned in this Section 19, then Landlord may elect to terminate this Lease by serving a written notice upon Tenant of Landlord's election to terminate this Lease upon a specified date, not less than thirty (30) days after the day of serving of such failure to pay notice. If said event of default shall not be corrected within said thirty (30) day period, this Lease shall then expire on the due datedate specified, as if that date had originally been fixed as the expiration of the term hereinafter granted; provided, however, that this Lease shall not terminate or expire if Tenant undertakes diligently to remedy a default within such thirty (30) day period. C. In addition to the matters set forth in this Section 19, each of the following events shall be deemed an event of default by Tenant within the meaning of this Section 19: (1) the failure to perform any consecutive 12 month period, of the non-monetary covenants or conditions of this Lease on the part of Tenant shall, on two to be performed: (2) separate occasions, fail to pay any installment the making of Rent on an assignment by Tenant for the date such installment benefit of Rent its creditors; (3) the appointment of a receiver or trustee of all or part of Tenant's property; (4) the filing of an application for voluntarily liquidation by Tenant; D. In the event that this Lease is due, then, on terminated in the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise manner provided below for in this Section 20.219, if or by court proceedings or otherwise, or in the event that the Land, or a substantial part thereof, shall be abandoned by Tenant failsduring the said term, whether Landlord or Landlord's agents, servants or representatives may, at any time after written notice to Tenant and the expiration of the applicable cure period set forth in this Section 19, reenter and resume possession of said Land, and remove all persons and property therefrom, either by any suitable action or inactionproceeding at law, to timely comply with, or satisfy, without being liable for any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if the default cannot, damages therefor. No reentry by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be an acceptance of a “Default” for purposes surrender of this Lease; (c) and Tenant agrees that in the occurrence event this Lease in accordance with its provisions, is terminated because of a default under Tenant's default, Landlord's lien in and to this Lease and any improvement on or hereinafter placed on the Land and on any equity of Tenant in and to any furnishings, equipment, fixtures or any other personal property, shall forthwith attach, such lien being granted for the purposes of securing the performance of Tenant's obligations hereunder. E. The Landlord, upon the happening of any of the events giving it the right to annul and cancel this Lease, shall be entitled to the benefit of all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more provisions of law for the Other Leases is not cured on a timely basis, pursuant to the terms speedy recovery of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default lands and tenements under this Lease; and (d) Guarantor defaults under any Lease held over by Tenant in Anne Arundel County, Maryland that ▇▇▇ now in force or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall may hereafter be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leaseenacted.

Default Provisions. In addition to any Default arising under Section 20.1 above, each The following provision may be inserted as a separate provision in the Subscription Agreement (usually as a sub-clause of the following clause entitled "Issue of the Notes" or "Agreement by the Managers" or other) but instructions from the Lead Managers should be sought before it is included. Some Lead Managers may prefer not to include this wording as it obliges them to take up some of the Defaulted Notes (up to the 10% overall threshold), which goes against the concept of a "several only" underwriting. [ ] Default [ ] If any of the Managers shall, prior to the time at which the Settlement Lead Manager pays or causes to be paid the net subscription moneys for the Notes9, fail to, or indicate that it does not intend to, subscribe and pay for any of the Notes agreed to be subscribed and paid for by such Manager under this Agreement (the “Defaulted Notes”), and such failure or indication shall constitute a Default: (a) if Tenant fails default in the performance of its obligations under this Agreement, the remaining Managers shall be obligated severally to take up and pay Rent or any other payment when due for the Defaulted Notes, and such Defaulted Notes shall be allotted for subscription among the remaining Managers in the proportions that their respective underwriting obligations hereunder within ten (10) days after written notice from Landlord bear to the underwriting obligations of such failure to pay on the due dateall non-defaulting Managers; provided, however, that, in the event that if in any consecutive 12 month periodthe aggregate principal amount of Defaulted Notes exceeds 10 per cent. of the aggregate principal amount of the Notes, Tenant shallthe remaining Managers shall have the right to purchase all, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant but shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall not be relieved from under any obligation to provide notice to Tenantpurchase any, of the Defaulted Notes, and Tenant shall then no longer have a ten (10) day period in which if such non-defaulting Managers do not purchase all the Defaulted Notes, this Agreement and the AAM will terminate without liability to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under non-defaulting Managers [,/or] the Issuer [or the Guarantor]. [ ] Any Defaulted Notes subscribed in accordance with this Lease (other than Clause [ ] shall be subscribed at the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, price that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Lease; (c) the occurrence of a default under any or all would have been payable in respect of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of Defaulted Notes by the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Lease.relevant defaulting

Default Provisions. In addition to any Default arising Developer shall be in default under Section 20.1 above, each of the following shall constitute a Default: this Agreement if: (a) if Tenant Developer fails to pay Rent make any of the payments of money required to be made by Developer to the UG by the terms of this Agreement, and Developer fails to cure or any other payment when due hereunder remedy the same within ten twenty (1020) days after the UG has given Developer written notice from Landlord of specifying such default; or (b) Developer fails to keep or perform any covenant or obligation herein contained on Developer's part to be kept or performed, and Developer fails to remedy the same within sixty (60) days after the UG has given Developer written notice specifying such failure to pay on the due dateand requesting that it be remedied; provided, however, that if in any consecutive 12 month event of default shall be such that it cannot be corrected within such period, Tenant shall, on two (2) separate occasions, fail to pay any installment it shall not constitute an event of Rent on the date default if corrective action is instituted by Developer within such installment of Rent is due, then, on the third such occasion period and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if diligently pursued until the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Leaseis corrected; or (c) Developer shall assign or transfer the occurrence Project and/or this Agreement in violation of the terms and conditions set forth in Article V; or (d) Developer or any of its Affiliates shall file a voluntary petition under any bankruptcy law or an involuntary petition under any bankruptcy law is filed against Developer or any of its Affiliates in a court having jurisdiction and said petition is not dismissed within sixty (60) days; or Developer or any of its Affiliates generally is not paying its debts as such debts become due; or Developer or any of its Affiliates makes an assignment for the benefit of its creditors; or a custodian, trustee or receiver is appointed or retained to take charge of and manage any substantial part of the assets of Developer or any of its Affiliates and such appointment is not dismissed within sixty (60) days; or any execution or attachment shall issue against Developer whereupon the Project, or any part thereof, or any interest therein of Developer under this Agreement shall be taken and the same is not released prior to judicial sale thereunder (each of the events described in this subparagraph being deemed a default under any or all the provisions of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”this Agreement); upon or (e) Developer materially breaches the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under representations and warranties set forth in this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), Agreement and fails to cure or correct same within thirty (30) days of notice from the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this LeaseUG.

Default Provisions. In addition This Lease and the term and estate hereby granted are subject to any Default arising under Section 20.1 above, each of the following shall constitute a Default: limitation that: (a) if Whenever Tenant fails shall default in the payment of any installment of rent or of any other sum payable by Tenant to Landlord and Tenant shall fail to pay Rent or any other payment when due hereunder the same within ten (10) days after written notice from Landlord; except that Landlord of shall not be required to give more than four (4) such notices in any consecutive twelve month period in which event the failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord same shall be relieved from any obligation to provide a default without such notice to Tenant, and Tenant shall then no longer have a if payment is not made within ten (10) day period in days after the date upon which the same ought to cure any such failurebe paid; or (b) except as is otherwise provided below in this Section 20.2Whenever Tenant shall do, if Tenant failsor permit anything to be done, whether by action or inaction, contrary to timely comply withany covenant or agreement on the part of Tenant herein contained or contrary to any of the covenants, agreements, terms or provisions of this Lease, or satisfy, shall fail in the keeping or performance of any or all of the obligations imposed covenants, agreements, terms or provisions contained in this Lease which on the part or behalf of Tenant are to be kept or performed and Tenant shall fail to cure the same within twenty (20) days after Landlord shall have given to Tenant a written notice specifying the same; provided, if it is of such a nature that it cannot be cured within such twenty (20) day period, if Tenant shall have failed to commence the cure within such twenty (20) day period and thereafter to diligently and continually prosecute the cure until fully corrected; or (c) Whenever an involuntarily petition shall be filed against Tenant under any bankruptcy or insolvency law or under the reorganization provisions of any law or like import, or a receiver of or for Tenant or the property of Tenant shall be appointed without the acquiescence of Tenant, and such situation under this paragraph 23(c) shall continue and shall not be remedied by Tenant within sixty (60) days after the happening of any such event; or (d) Whenever Tenant shall make an assignment of the property of Tenant for the benefit of creditors or shall file a voluntary petition under any bankruptcy or insolvency law, or whenever any court of competent jurisdiction shall approve a petition filed by Tenant under the reorganization provisions of the United States Bankruptcy Code or under the provisions of any law of like import, or whenever a petition shall be filed by Tenant under Chapter 11 of the United States Bankruptcy Code or under the provisions of any law of like import, or whenever Tenant shall vacate or desert or abandon the Demised Premises; then, and in addition to any other rights or remedies Landlord may have under this Lease, at law, or in equity, Landlord shall have the following rights: (1) To accelerate the whole or any part of the rent for the entire unexpired balance of the term of this Lease, as well as all charges, payments, costs and expenses herein agreed to be paid by Tenant, and any rent or other charges, payments, costs and expenses if so accelerated shall, in addition to any and all installments of rent already due and payable and in arrears, and/or any other charges or payment herein reserved, included or agreed to be treated or collected as rent and/or any other charges, expense or costs herein agreed to be paid by Tenant which may be due and payable and in arrears, be deemed due and payable as if, by the terms and provisions of this Lease, such accelerated rent and other charges, payments, costs and expenses were on that date payable in advance. (2) To re-enter the Demised Premises and remove all persons and all or any property therefrom by summary dispossess proceedings or by any suitable action or proceeding at law, without being liable to indictment, prosecution or damages therefor, and repossess and enjoy the Demised Premises, together with all additions, alterations and improvements. Upon recovering possession of the Demised Premises by reason of or based upon or arising out of a default on the part of Tenant, Landlord may, at Landlord's option, either terminate this Lease (or make such alterations and repairs as may be necessary in order to relet the Demised Premises and relet the Demised Premises or any part or parts thereof, for a term or terms which may at Landlord's option be less than or exceed the period which would otherwise have constituted the balance of the term of this Lease and at such rent or rents and upon such other terms and conditions as in Landlord's sole discretion may seem advisable and to such person or persons as may in Landlord's discretion seem best; upon each such reletting all rents received by Landlord from such reletting shall be applied: first, to the payment of any indebtedness other than rent due hereunder from Tenant to Landlord; second, to the obligation payment of any costs and expenses of such reletting, including brokerage fees and attorney's fees and all costs of such alterations and repairs; third, to the payment of rent due and unpaid hereunder; and the residue, if any, shall be held by Landlord and applied in payment of future rent as it may become due and payable hereunder. If such rentals received from such reletting during any month shall be less than that to be paid during that month by Tenant hereunder, Tenant shall pay Rent) for a period any such deficiency to Landlord. Such deficiency shall be calculated and paid monthly. No such re-entry or taking possession of 30 days after Landlord’s delivery the Demised Premises or the making of alterations and/or improvements thereto or the reletting thereof shall be construed as an election on the part of Landlord to Tenant of terminate this Lease unless written notice of such default intention be given to Tenant. Landlord shall in no event be liable in any way whatsoever for failure to relet the Demised Premises or, in the event that the Demised Premises or any part or parts thereof are relet, for failure to collect the rent thereof under such reletting. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect to terminate this Section 20.2(b); providedLease for such previous breach. (3) To terminate this Lease and the term hereby created without any right on the part of Tenant to waive the forfeiture by payment of any sum due or by other performance of any condition, howeverterm or covenant broken. Whereupon Landlord shall be entitled to recover, that if in addition to any and all sums and damages for violation of Tenant's obligations hereunder in existence at the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure time of such termination, damages for Tenant's default promptly within in an amount equal to the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured amount of the rent reserved for more than 270 days after the initial delivery balance of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes the term of this Lease; , as well as all other charges, payments, costs and expenses herein agreed to be paid by Tenant, all discounted at the rate of six (c6%) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”)percent per annum to their then present worth, which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there amount shall be no notice required immediately due and payable from Tenant to Landlord. (4) No right or remedy herein conferred upon or reserved to Landlord is intended to be delivered hereunderexclusive of any other right or remedy herein or by law or in equity provided, but each shall be cumulative and in addition to every other right or remedy given herein or now or hereafter existing at law or in equity or by statute. (5) No waiver by Landlord of any breach by Tenant of any of Tenant's obligations, agreements or covenants herein shall be a waiver of any subsequent breach or of any obligation, agreement or covenant, nor shall any cure period forbearance by Landlord to seek a remedy for any breach by Tenant be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence waiver by Landlord of any Guaranty Default, there shall be no notice required rights and remedies with respect to be delivered hereunder, nor shall such or any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leasesubsequent breach.

Default Provisions. In addition to any Default arising under Section 20.1 above, each Each of the following shall constitute a Defaultdefault by Tenant under this Lease: (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten five (105) days after written notice from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 twelve (12) month period, Tenant shall, on two three (23) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third (3rd) such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten five (105) day period in which to cure any such failure; or (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 thirty (30) days after Landlord’s 's delivery to Tenant of written notice of such default under this Section 20.2(bsubsection 21.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 thirty (30) day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 thirty (30) day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, then Landlord shall not exercise its remedies under Section 21 22 unless such default remains uncured for more than 270 sixty (60) days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Lease's notice; or (c) Tenant vacates or abandons the occurrence of a default under any or all of Premises during the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under Term. Except for notices expressly provided for in this Lease; and (d) Guarantor defaults under , Tenant hereby waives all notices of any or all of its obligations under that certain Guaranty of Leasenature, dated of even date herewith (the “Guaranty”)including, and fails to cure same within the time period, if any, provided in the Guaranty (eachwithout limitation, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leasequit.

Default Provisions. In addition to any Default arising under Section 20.1 above, each of the The following events shall constitute a Default: an event of default hereunder: (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten (10) days after written notice from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail Failure to pay any installment of Rent on Rent, or Additional Rent, or any other sum due Landlord hereunder within five (5) days after the date such installment of Rent same is due; or (b) Failure to observe or perform of any other covenant, thenagreement, obligation or provision of this Lease on Tenant's part to be observed or performed, if such failure shall continue for twenty (20) days after Landlord has given Tenant and any leasehold mortgagee that has requested notice from Landlord written notice specifying the third nature of such occasion and on each occasion thereafter on which failure; or (c) Tenant shall fail to pay its debts as they become due; or (d) Tenant or creditors shall file a petition in bankruptcy under the Bankruptcy Code or file a pleading asking for relief, and, in the case of any such action by a creditor of Tenant, the petition or other pleading is not dismissed or denied within sixty (60) days; or (e) Tenant shall make an installment assignment for the benefit of Rent on creditors; or (f) Tenant shall consent to the date such installment appointment of Rent is due, Landlord a trustee or receiver for all or a major portion of its property; or (g) Tenant shall be relieved from finally adjudicated as bankrupt or insolvent under any obligation to provide notice to Tenant, and federal or state law; or (h) Tenant shall then no longer have suffer the entry of a ten final and nonappealable court order under any federal or state law appointing a receiver or trustee for all or substantially all of its property or ordering the winding-up or liquidation of its affairs; or (10i) day period in which Tenant shall suffer a writ or warrant of attachment or any similar process to cure be issued by any court against all or substantially all of its property and such failure; (b) except as writ or warrant of attachment or any similar process is otherwise provided below in this Section 20.2not contested, if Tenant fails, whether by action or inaction, to timely comply withstayed, or satisfy, any or all of the obligations imposed on Tenant under this Lease released within sixty (other than the obligation to pay Rent60) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original final entry, or levy or after any contest is finally adjudicated. Upon any default notice and same specified herein Landlord shall not be deemed have the option to be a “Default” for purposes of this Lease; (c) the occurrence of a default under pursue any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases following remedies without any notice or demand whatsoever: (i) Terminate this Lease in which event Tenant shall immediately surrender the Land and Building to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any other remedy which it may have for possession or arrearages in Rent or Additional Rent, enter upon and take possession and expel or remove Tenant and any other person who may be occupying the Land or Building or any part thereof, by force if necessary, without being liable for prosecution or any claim of damages therefor; and Tenant agrees to pay to Landlord on demand the amount of all loss and damage which Landlord may suffer by reason of such termination, whether through inability to relet the Land and Building on satisfactory terms or otherwise. (ii) Enter upon and take possession of the Land and Building and expel or remove Tenant and any other person who may be occupying the Land or any part thereof, by force if necessary, without being liable for prosecution or any claim for damages therefor, and if Landlord so elects relet the Land and Building and receive the rent therefor; and Tenant agrees to pay to Landlord on demand any deficiency that may arise by reason of such reletting. (iii) Enter upon the Land and Building, by force if necessary, without being liable for prosecution or any claim for damages therefor, and do whatever Tenant is not cured on a timely basis, pursuant obligated to do under the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under Tenant agrees to reimburse Landlord on demand for any or all of its expenses which Landlord may incur in thus effecting compliance with Tenant's obligations under that certain Guaranty of this Lease, dated of even date herewith (and Tenant further agrees that Landlord shall not be liable for any damages, resulting to the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence Tenant from such action. Pursuit of any Guaranty Default, there of the foregoing remedies shall be no notice required to be delivered hereundernot preclude pursuit of any of the other remedies herein provided or any other remedies provided by law or equity, nor shall pursuit of any cure period remedy herein provided constitute a forfeiture or waiver of any Rent or Additional Rent due to Landlord hereunder or of any damages occurring to Landlord by reason of the violation of any of the terms, provisions and covenants herein contained. Landlord's acceptance of Rent or Additional Rent following an event of default hereunder shall not be available construed as Landlord's waiver of such event of default. No waiver by Landlord of any violation or breach of any of the terms, provisions and covenants herein contained shall be deemed or construed to constitute a waiver of any other violation or breach of any of the terms, provisions, and covenants herein contained. Forbearance by Landlord to enforce one or more of the remedies herein provided upon any event of default shall not be deemed or construed to constitute a waiver of such default. No act or thing done by the Landlord or its agents during the lease term hereby granted, or any extension thereof, shall be deemed an acceptance of a surrender of the Land or Building, and no agreement to accept a surrender of the Land or Building shall be valid unless the same be made in writing and signed on behalf of Landlord. In case it should be necessary or proper for Landlord to bring any action under this Lease or to consult or place said lease, or any amount payable by Tenant thereunder, with an attorney concerning, or for the enforcement of, any of Landlord's rights hereunder, then Tenant agrees in each and every such case to pay to Landlord reasonable attorney fees. In case it should be necessary or proper for Tenant to bring any action under this lease because of Landlord's default hereunder, then Landlord agrees in each and every case to pay to Tenant hereunder, but rather reasonable attorney fees if Tenant is the occurrence of a Guaranty Default shall immediately constitute a Default under this Leaseprevailing party.

Default Provisions. In addition case an Event of Default as defined in the Indenture shall have occurred, the principal of all Bonds then outstanding under the Indenture may become due and payable prior to any Default arising their scheduled maturity date. GENERAL PROVISIONS The Bonds are and will be equally and ratably secured to the extent provided by the Indenture by the Installment Sale Payments to be received from the Company under Section 20.1 above, each the Eighth Supplementary Agreement and other amounts payable by the Company under the Eighth Supplementary Agreement. The Issuer has also pledged and assigned to the Trustee as security for the Bonds all other rights and interest of the following Issuer under the Eighth Supplementary Agreement (other than its rights to indemnification and payment of certain administrative expenses and certain other rights). No Registered Owner shall constitute a Default: have any right to pursue any remedy under the Indenture unless (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten (10) days after the Trustee shall have first been given written notice from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment an Event of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failureDefault; (b) except as is otherwise provided below the Registered Owners of at least 25% in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all principal amount of the obligations imposed on Tenant under this Lease (other than Bonds then Outstanding shall have requested the obligation Trustee in writing to pay Rent) for a period of 30 days after Landlord’s delivery exercise the powers granted in the Indenture or to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise remedy in its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Leaseor their name or names; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”)Trustee shall have been offered indemnity satisfactory to it against costs, which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Leaseexpenses and liabilities; and (d) Guarantor defaults the Trustee shall have failed to comply with such request within a reasonable time. While Bonds are registered to Cede & Co., transfer of beneficial ownership in Bonds by Beneficial Owners may be made through the DTC book entry system pursuant to the Indenture. The transfer of Bonds no longer in book-entry only form shall be registered upon the registration books kept at the principal corporate trust office of the Paying Agent, at the written request of the Registered Owner hereof or his attorney duly authorized in writing, upon surrender of this Bond at said office, together with the attached instrument of transfer duly executed by the Registered Owner or his duly authorized attorney. Except in the case of a partial redemption and in connection with the remarketing of Bonds, the Paying Agent shall not be obligated to make any such exchange or transfer of Bonds during the 15 days preceding the date of the first mailing of notice of any proposed redemption of Bonds, nor shall the Paying Agent be required to make any registration or registration of transfer of Bonds called for redemption. The Indenture and the Agreement may be modified or amended only with the consent, with certain exceptions, of the Registered Owners of not less than a majority in aggregate principal amount of all Bonds Outstanding under any or all the Indenture. Reference is hereby made to the Indenture and the Agreement, copies of its which are on file with the Trustee, for the provisions, among others, with respect to the nature and extent of the rights, duties and obligations under that certain Guaranty of Leasethe Issuer, dated of even date herewith (the “Guaranty”)Company, the Trustee, the Paying Agent, and fails the Remarketing Agent appointed pursuant to cure the Indenture, and the Registered Owners of the Bonds. The Registered Owner of this Bond, by the acceptance hereof is deemed to have agreed and consented to the terms and provisions of the Indenture and the Agreement. The Issuer, the Trustee, the Paying Agent, and the Remarketing Agent may deem and treat the person in whose name this Bond is registered on the registration books of the Issuer maintained by the Paying Agent as the absolute Registered Owner hereof for all purposes, whether or not this Bond is overdue, and neither the Issuer, the Trustee, the Paying Agent nor the Remarketing Agent shall be affected by any notice to the contrary. IT IS HEREBY CERTIFIED, RECITED AND REPRESENTED that the issuance of this Bond and the Bonds is duly authorized by law; that all acts, conditions and things required to exist and necessary to be done or performed precedent to and in the issuance of this Bond and the Bonds to render the same within lawful valid and binding have been properly done and performed and have happened in regular and due time, form and manner as required by law; that all acts, conditions and things necessary to be done or performed by the time periodIssuer or to have happened precedent to and in the execution and delivery of the Indenture and the Eighth Supplementary Agreement have been done and performed and have happened in regular and due form as required by law; that due provision has been made for the payment of the principal of and premium, if any, and interest on this Bond and the Bonds by irrevocably assigning the described Revenues as provided in the Guaranty (each, a “Guaranty Default”)Indenture; upon that payment in full for the occurrence Bonds has been received; and that the issuance of the Bonds does not contravene or violate any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leaseconstitutional or statutory limitation.

Default Provisions. In addition to any Default arising under Section 20.1 above, each Each of the following shall constitute a Default: (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten five (105) business days after written notice claiming lease Default from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two three (23) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third fourth such occasion and on each occasion thereafter on which Tenant shall fail fails to pay an installment of Rent on the date such installment of Rent is due, Landlord . Tenant shall only be relieved from entitled to a two (2) business day cure period following Landlord’s delivery of any obligation notice of any further failure to provide notice to Tenantpay Rent on the date when such payment is initially due, and Tenant shall then no longer have a ten five (105) business day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b21.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, then Landlord shall not exercise its remedies under Section 21 22 unless such default remains uncured for more than 270 90 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Leasenotice; and, at Landlord’s election, (c) if Tenant vacates the occurrence of a default under any or all of Premises during the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases Term and is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided otherwise in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Lease.

Default Provisions. In addition to any Default arising under Section 20.1 above, each the event of the failure or refusal of Purchaser to close this transaction in violation of the terms of this Agreement, without fault on Seller’s part and without failure of title or any conditions precedent to Purchaser’s obligations hereunder, Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement, whereupon Purchaser shall pay Seller liquidated damages in the amount of One Thousand and No/100 Dollars ($100,000.00), and the parties shall be relieved of all further obligations and liability hereunder. In no event shall Purchaser be liable to Seller for any damages hereunder or in connection herewith as a result of Purchaser’s default, or otherwise, other than the payment expressly stated herein following a termination of this Agreement due to Purchaser’s failure or refusal to close in violation of the terms of this Agreement. In the event of a default by Seller under this Agreement, Purchaser at its option shall constitute a Defaulthave the right to: (ai) if Tenant fails terminate this Agreement, in which event (A) Seller shall reimburse Purchaser for Purchaser’s actual out-of-pocket costs and expenses (including reasonable attorneys’ fees, costs and disbursements) related to pay Rent or the negotiation of this Agreement and the transactions contemplated hereby and Purchaser’s due diligence, up to a maximum of One Hundred Thousand and 00/100 Dollars ($100,000.00), and (B) the parties shall be discharged from all duties and performance hereunder, except for any obligations which by their terms survive any termination of this Agreement, or, alternatively, (ii) seek specific performance (and/or any other payment when due hereunder within ten (10equitable remedies) days after written notice from Landlord of such failure to pay on the due date; providedSeller’s obligations hereunder, however, that if specific performance is not available as a remedy, Purchaser shall have the right to pursue an action against Seller for damages, including without limitation all of its out-of-pocket costs and expenses (including reasonable attorneys’ fees, costs and disbursements) related to the negotiation of this Agreement and the transactions contemplated hereby and Purchaser’s due diligence, up to a maximum of One Hundred Thousand and 00/100 Dollars ($100,000.00). Notwithstanding the foregoing, in the event of a default by either party of any consecutive 12 month periodobligations which specifically survive Closing, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on then the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord non-defaulting party shall be relieved from entitled to seek any obligation legal redress permitted by law or equity. The provisions hereof shall survive Closing. Notwithstanding anything to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below the contrary contained in this Section 20.2Agreement, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of no default shall be declared unless the obligations imposed on Tenant under this Lease (other than non-defaulting party has given the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of defaulting party written notice as to the existence of such default under this Section 20.2(b); provided, however, that if and the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a defaulting party has failed to cure of such default promptly within the initial 30 day cure periodfive (5) days thereafter, then, as long as Tenant continues except for a failure to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Lease; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leaseclose.

Default Provisions. In addition to any Default arising under Section 20.1 above, each A. The following events shall be considered events of the following shall constitute a Default: default by Tenant: (ai) if Tenant fails Failure to pay Rent any rent or other sums payable under this Lease or any other payment when due hereunder part thereof, within ten (10) days after written notice from Landlord of such the date when due, provided that the failure to pay on the rent when due date; provided, however, that if four times in any consecutive 12 twelve month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord period shall be relieved from an event of default; or (ii) Tenant's failure to perform or comply with any obligation to provide notice to Tenantof the covenants, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below agreements, terms or provisions contained in this Section 20.2Lease for which it is responsible, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) when such failure shall have continued for a period of 30 thirty (30) days after Landlord’s delivery to Tenant of written notice thereof from Landlord to Tenant, except that in connection with a default not susceptible of being cured with due diligence within thirty days, the time within which Tenant shall cure the same shall be extended for such time as may be necessary to cure the same with all due diligence, provided Tenant commences within 7 days of the date of receipt of such default notice to cure the same and proceeds diligently to affect such cure; or (iii) Abandoning or vacating the leased premises or if Tenant shall be dispossessed therefrom by or under this Section 20.2(b); provided, however, that if any authority other than Landlord. B. Upon the default cannot, by its nature, be cured within occurrence of any such 30 day period, but Tenant commences and diligently pursues a cure events of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completiondefault, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after have the initial delivery of Landlord’s original default notice and same shall not be deemed right to be a “Default” for purposes of this Lease; (c) the occurrence of a default under pursue any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases following remedies: (i) Make performance for Tenant of any covenant or condition which Tenant is not cured on a timely basis, pursuant to in default of and for the terms purpose advance such amounts as may be necessary. Any amounts so advanced or any expense incurred by Landlord by reason of the applicable Other Lease(s) (“Other failure of Tenant to comply with any covenant, agreement, obligation or provision of this Lease Default”); upon the occurrence or in defending any action to which Landlord may be subjected by reason of an Other Lease Default, there any such failure shall be no notice required due and payable to be delivered hereunderLandlord on demand, nor and interest shall any cure period be available accrue thereon from the date of expenditure at the rate of 18% per annum. (ii) Terminate this Lease and end the term hereof by giving to Tenant hereunderwritten notice of such termination, in which event Landlord shall be entitled to recover from Tenant the amount of rent and other amounts then due in this Lease and damages and attorney's fees; ratheror (iii) Without retaking possession of the premises or terminating this Lease, the occurrence of an Other Lease Default shall immediately constitute a Default to ▇▇▇ monthly for and recover all rents, other required payments due under this Lease, and other sums, including damages and legal fees, at any time and from time to time accruing hereunder; or (iv) Upon notice to all interested parties, re-enter and take possession of the premises or any part thereof and repossess the same as of Landlord's former estate and expel Tenant and those claiming through or under Tenant and remove the effects of both or either (dwith use of reasonable force) Guarantor defaults without liability for trespass and without prejudice to any remedies for arrears of Rent and the Rent for the balance of the term of this Lease. Landlord may relet the premises or any part thereof for such term or terms and at such rental or rentals and upon such other terms and conditions as Landlord may deem advisable with the right to make alterations and repairs to the premises. Such re-entry or taking of possession of the premises by Landlord shall not be construed as an election on Landlord's part to terminate this Lease unless a written notice of termination be given to Tenant or unless the termination thereof be decreed by a court of competent jurisdiction. In the event of Landlord's election to proceed under any or all this subparagraph, then such repossession shall not relieve Tenant of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default liabilities under this Lease, all of which shall survive such repossession, and Landlord shall be entitled to recover the following amounts as damages: (a) The loss of rental from the date of default until the date on which a new tenant is, or with the exercise of reasonable efforts could have been, secured and paying rent (the "New Tenant Date"). (b) The reasonable costs of reentry and reletting including without limitation the cost of any cleanup, refurbishing, removal of Tenant's property and fixtures, or any other expense occasioned by Tenant's default including but not limited to, any remodeling or repair costs, attorney fees, court costs, and broker commissions. (c) The difference between the Rent reserved in this Lease for the balance of the Lease term after the New Tenant Date and the fair rental value of the premises for the same period, both discounted as of the New Tenant Date at a rate equal to the prime loan rate of major Utah banks in effect at the time of the award. (v) Use of any of the foregoing remedies shall not preclude pursuit of any of the other remedies provided for herein. Failure by Landlord to enforce one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver of such default, or of any other violation or breach of any of the terms, provisions and covenants herein contained.

Default Provisions. In addition to All rights and remedies of Landlord enumerated in this Section 23.01 shall be cumulative, and none shall exclude any Default arising under Section 20.1 aboveother rights or remedies allowed by law, each in equity or provided for in other articles of this Lease. Notwithstanding any other provision that shall constitute default enumerated in other articles of this Lease, the occurrence of any of the following shall constitute a Default: default and breach of this Lease by Tenant: (a) if If Tenant fails shall fail, neglect or refuse to pay any installment of fixed Minimum Rent at the time and in the amount herein provided, or to pay any other payment monies agreed by it to be paid promptly when and as the same shall become due hereunder within and payable under the term hereof, and if any such default should continue for a period of more than ten (10) days; or if (b) Tenant shall abandon or vacate the Demised Premises or fail to open or to keep the Demised Premises continuously and uninterruptedly open for business each business day, as provided in this Lease, or shall fail, neglect or refuse to keep and perform any of the other covenants, conditions, stipulations or agreements herein contained, and in the event any such default shall continue for a period of more than ten (10) days after written notice from Landlord of such failure to pay on the due date; provided, however, that if thereof is given in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery writing to Tenant of written notice of such default under this Section 20.2(b); by Landlord (provided, however, that if the default cannot, by its nature, be cured within cause for giving such 30 day period, but Tenant commences and diligently pursues notice involves the making of repairs or other matters reasonably requiring a cure longer period of time than the period of such default promptly within the initial 30 day cure periodnotice, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to have complied with such notice so long as it has commenced to comply with said notice within the period set forth in the notice and is diligently prosecuting compliance of said notice); or if (c) Tenant shall repeatedly be a “Default” in default in the payment of rental or other sums or charges due Landlord under this Lease, or shall repeatedly default in the keeping, observing, or performing of any other covenants or agreements herein contained to be kept, observed or performed by Tenant (provided notice of payment or other defaults shall have been given to Tenant, but irrespective of whether or not Tenant shall have timely cured any such payment or other defaults of which notice was given); for purposes of this Lease; (c) section “repeatedly” in default in the payment of rent or other such charges” shall mean the occurrence of a more than two (2) defaults in payment during any six (6) month period. In the event of any such default under or breach of this Lease by Tenant, Landlord shall have the right and option to declare the entire Rent due for the balance of the lease term immediately due and payable by Tenant, and shall have any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leaseremedies hereinafter set forth.

Default Provisions. In addition This Lease and the term and estate hereby ------------------ granted are subject to any Default arising under Section 20.1 abovethe following limitations, each of the following which shall constitute a Defaultbreach of this Lease by Tenant: (a) if Tenant fails shall fail to pay Gross Rent or Additional Rent or any other payment within five (5) days of when due hereunder within ten (10) days after written notice from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failurehereunder; (b) except as is otherwise provided below in this Section 20.2, if Tenant failsshall, whether by action or inaction, to timely comply with, or satisfy, be in default of any or all of the its obligations imposed on Tenant under this Lease (other than the obligation to pay Renta default in any payment hereunder) for a period of 30 and such default shall continue and not be remedied within thirty (30) days after Landlord’s delivery Landlord shall have given to Tenant of written a notice of such default under this Section 20.2(b); provided, however, that if specifying the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Leasesame; (c) in the occurrence case of a non-monetary default under which cannot by its nature with due diligence be cured within a period of thirty (30) days and the continuance of which for the period required for cure will or could subject Landlord to any litigation or subject the Premises or any part thereof or the Building or the Property, or any part thereof, to being condemned or vacated, subject the Building or the Property, or any part thereof, to any lien or encumbrance, or result in the termination of any Superior Lease or foreclosure of any Superior Mortgage, and Tenant shall not have (i) within said thirty (30) day period advised Landlord of Tenant's intention to take all steps necessary to remedy such default, (ii) duly commenced within said thirty (30) day period and thereafter to diligently prosecute to completion all steps necessary to remedy the default, and (iii) completed such remedy within a reasonable time, but in no event later than sixty (60) days after the date of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more said notice of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”)Landlord; upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under if any event shall occur or all any contingency shall arise whereby this Lease or the estate hereby granted or the unexpired balance of its obligations under that certain Guaranty the term hereof would, by operation of Leaselaw or otherwise, dated of even date herewith devolve upon or pass to any person, firm or corporation other than Tenant; or (e) if Tenant shall vacate or abandon the “Guaranty”), and fails to cure same within the time Premises. After Landlord has provided two (2) default notices during any twelve (12) month period, if anyany additional event during such twelve (12) month period which would otherwise require Landlord to provide notice to Tenant in order to be deemed an event of Tenant default, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to immediately deemed an event of Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leasedefault.

Default Provisions. In addition to any Default arising under Section 20.1 above, each If: (i) Tenant shall default in payment of the following shall constitute a Default: (a) if Tenant fails to pay Rent or any other payment when rent due hereunder within ten and such default shall continue for a period of Ten (10) days after the due date of the rent, Landlord will give the Tenant written notice of default and five (5) business days following the notice to cure the default: or (ii) the leased premises become deserted or stand vacant or are used for purpose other than that stated in Article I herein: or (iii) Tenant be in under any other covenant, agreement, obligation or condition of this lease and fails to cure such default within thirty (30) days after written notice thereof from Landlord (or if such default shall be of such failure a nature that it cannot be cured completely within such thirty (30) day period. Tenant shall not have property commenced with such thirty (30) day period and shall not thereafter proceed with reasonable diligence and good faith to pay on the due date; provided, however, that if in any consecutive 12 month remedy such default): such ▇▇▇▇▇▇ (30) day period, Tenant shall not have properly commenced with such ▇▇▇▇▇▇ (30) day period and shall not thereafter proceed with reasonable diligence and good faith to remedy such default); (iv) Tenant shall file a voluntary petition in bankruptcy, reorganization or receivership, become insolvent, be adjudicated bankrupt, or make an assignment for the benefit of creditors, or if any involuntary petition in bankruptcy, reorganization or receivership is filed against Tenant and not dismissed within sixty (60) days, any such event shall, on two (2) separate occasionsat Landlord's option, fail constitute a default of Tenant hereunder and Landlord, at Landlord's option and without further notice to pay Tenant, which is hereby expressly waived, may at any installment of Rent on time declare this lease terminated and this lease shall expire as fully and completely as if that day were the date such installment herein originally fixed for the expiration of Rent is duethe term, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail quit and surrender the premises to pay an installment Landlord, but Tenant shall nevertheless continue to remain liable hereunder. Landlord may at any time thereafter re-enter the leased premises and remove all persons and property therefrom by any suitable action or proceeding at law or in equity or by force or otherwise, without being liable for any prosecution thereof or any damages arising therefrom and repossess and enjoy the leased premises. Such re-entry shall not relieve Tenant of Rent on the obligation to make the rental payments required by this Lease at the time and in the manner provided herein. Upon such re-entry, Landlord may, but shall not be required to, repair, alter, remodel and/or change the character of the leased premises as Landlord may see fit and/or at any time relet the premises in whole or in part for any period or time that the Landlord elects, whether longer or shorter than the unexpired portion of the term of this lease, as agent of Tenant, or otherwise, in the name of Landlord or of Tenant, as Landlord may see fit and Landlord may receive the rents therefor, applying the same first to the payment of such reasonable expenses as Landlord may have incurred in entering, dispossessing, reletting, repairing or altering the premises, and then to the fulfillment of the covenants of Tenant herein, including but not limited to the rental payments required hereunder, retaining any such balances until the date the term of this lease would otherwise have expired as security for the payment of all obligations of Tenant which may arise and be unpaid during such installment of Rent is dueperiod. In attempting to relet the leased premises, Landlord shall be relieved from any obligation the sole judge as to provide notice to Tenant, whether or not proposed tenant is suitable and Tenant acceptable. Landlord shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if the default cannot, by its naturereceiving partial payments of rents in arrears, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” have waived any rights herein for purposes nonpayment of this Lease; (c) rent of for any other default on the occurrence part of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this LeaseTenant.

Default Provisions. In addition to If any Default arising under Section 20.1 above, each of the following events (herein referred to as "events of default") shall constitute occur, namely, if any default shall be made by Tenant in the payment punctually when due and payable of any rent or other monies due hereunder and such default shall continue for a Default: period of three (a3) days after the date due; or if Tenant fails shall fail to pay Rent furnish all insurance coverage as required pursuant to the terms of this Lease; or if default shall be made by Tenant in the performance of any other payment when due hereunder within ten of the terms, covenants, or conditions herein contained to be performed by Tenant and such default shall continue for a period of thirty (1030) days after written notice from Landlord thereof to Tenant (provided that in the case of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether default which cannot be cured by action or inaction, to timely comply with, or satisfy, any or all the payment of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if the default money and cannot, by its nature, not with diligence be cured within such 30 thirty (30) day period, but if Tenant commences shall commence promptly to cure the same and diligently pursues a cure of thereafter prosecute the curing thereof with diligence, the time within which such default promptly within may be cured shall be extended for such period as is necessary to complete the initial 30 day cure periodcuring thereof with diligence); or if Tenant shall abandon the Premises, then, as long as provided that Tenant shall not be in default hereunder for abandonment of the Premises if Tenant continues to diligently pursue pay the rent and all other sums due hereunder and continues to perform its covenants with respect to the maintenance of the Premises; or if Tenant shall admit in writing its inability to pay its debts generally as they become due, file a petition in bankruptcy, insolvency, reorganization, readjustment of debt, dissolution, or liquidation under any law or statute of the federal government or any state government or any subdivision of either, now or hereafter in effect, make an assignment for the benefit of its creditors, consent to or acquiesce in the appointment of a receiver of itself or of the whole or any substantial part of the Premises; if there shall be filed against Tenant any involuntary petition in bankruptcy, insolvency, reorganization, readjustment of debt, dissolution, or liquidation under any law or statute of the federal government or any state government or any subdivision of either, now or hereafter in effect, and such petition shall not have been dismissed within ninety (90) days after the filing thereof; or if an order, judgment, or decree shall be entered by any court of competent jurisdiction appointing, without the consent of Tenant, a cure to completionreceiver of Tenant or of the whole or any substantial part of the Premises, and such order, judgment, or decree shall not be vacated or set aside or stayed within ninety (90) days from the date of such appointment; or if a court of competent jurisdiction shall enter an order, judgment, or decree approving a petition filed against Tenant under any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, or liquidation law or statute of the federal government or any state government or any subdivision of either, now or hereafter in effect, and such order, judgment, or decree shall not be set aside or stayed within ninety (90) days from the date of entry of such order, judgment, or decree, or a stay of such proceedings be thereafter set aside; or if under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of Tenant or of the whole or any substantial part of the Premises and such custody or control shall not be terminated within ninety (90) days from the date of assumption of such custody or control; then in any of such event of default, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after have the initial delivery following options: (a) To collect, by suit or otherwise, each installment of Landlord’s original default notice rent or other sum as it becomes due and same shall not be deemed to be a “Default” for purposes of this Lease; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered payable hereunder, nor shall any cure period be available to Tenant hereunder; rather, together with interest at the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Lease.Interest Rate

Default Provisions. In addition the event of a failure of NBI to make any Default arising under Section 20.1 above------------------ payment provided in paragraph 1. hereof, each an event of the following default shall constitute a Default: have occurred fifteen (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten (1015) days after written notice and demand from Landlord IRS to NBI in respect of such payment unless NBI has previously (a) cured the default by payment of the amount due, or (b) given written notice to IRS that it disputes the existence of the default with a recitation of the reasons why, with supporting documentation. In the event of a failure of NBI to take any other action required by this Agreement, an event of default shall have occurred thirty (30) days after written notice and demand from IRS to NBI in respect of such failure to pay on unless NBI had previously (a) cured the due date; provideddefault, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; or (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, given written notice to timely comply with, or satisfy, any or all IRS that it disputes the existence of the obligations imposed on Tenant default with a recitation of the reasons why, with supporting documentation. In the event of a continuing event of default, IRS may by written notice to NBI declare the Remaining Principal Amount due and payable and interest thereon at the statutory rate provided under the Internal Revenue Code since the last interest payment made by NBI under the Original Agreement, and the IRS shall be entitled to pursue its remedies. Nothing herein shall limit the rights and remedies of the IRS or NBI with respect to post-effective date taxes. In the event of a dispute over the existence of an event of default and the inability of the parties to resolve such a dispute within twenty (20) days after NBI gives written notice that such dispute exists, the parties jointly or separately must submit the dispute to the United States Bankruptcy Court for the District of Colorado for adjudication within fifteen (15) days of the expiration of the twenty (20) day resolution period. Such submission will not relieve the parties of any continuing obligation under this Lease (other than Agreement which might arise following such submission unless such obligation is the obligation subject of the dispute. Failure of the party disputing the existence of an event of default to pay Rent) for a make such submission to the court within the referenced time period will constitute an admission of 30 days after Landlord’s delivery to Tenant default and trigger the remedies available. In the event NBI incurs undisputed post-petition Federal Tax Liabilities, an event of written notice of such default under this Section 20.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences Agreement shall have occurred fifteen (15) days after written notice and diligently pursues a cure demand from IRS to NBI for payment of such default promptly within undisputed liabilities unless NBI has previously (a) paid the initial 30 day cure periodundisputed liability, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice with undisputed interest and same shall not be deemed to be a “Default” for purposes of this Lease; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time periodpenalties, if any, provided in or (b) given written notice to IRS that it disputes the Guaranty (eachexistence of the default, with a “Guaranty Default”); upon recitation of the occurrence reasons why, with supporting documentation. In the case of any Guaranty Defaultan event of default or a dispute, there the provisions of the preceding paragraph shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leaseapply.

Default Provisions. In addition to any Default arising under Section 20.1 above, each of the following Tenant shall constitute a Default: have breached this Lease and shall be considered in default hereunder if: (a1) if Tenant fails to pay Rent any installment of Basic Rental or additional rent when due and payable and such failure continues for five (5) days after notice thereof is sent to Tenant; (2) Tenant fails to perform any of the other covenants or conditions of this Lease on the part of Tenant to be performed (other than those described elsewhere in this Paragraph 21) and such failure continues for fifteen (15) days after notice thereof is sent to Tenant provided, however, if such failure is of such a nature that it cannot be cured within fifteen (15) days, then Tenant shall not have breached this Lease and shall not be considered in default hereunder so long as Tenant commences cure within such fifteen (15) day period and thereafter continuously and diligently pursues cure and attempts to complete cure as promptly as possible; (3) Tenant makes an assignment for the benefit of its creditors or any guarantor of Tenant's obligations under this Lease (a "Guarantor") makes an assignment for the benefit of such Guarantor's creditors; (4) a receiver or trustee is appointed for all or part of the property of Tenant or any Guarantor, provided, however, if such receiver or trustee is appointed on the motion of a party other payment when due than Tenant or such Guarantor, then Tenant shall not have breached this Lease and shall not be considered in default hereunder so long as such receiver or trustee is dismissed within sixty (60) days of the date of its appointment; (5) Tenant or any Guarantor files a petition in bankruptcy; (6) there is filed against Tenant or any Guarantor a petition in bankruptcy or for its reorganization or for an arrangement under any bankruptcy law or other law and the same is not dismissed within sixty (60) days after the date filed; (7) Tenant or any Guarantor becomes insolvent; (8) the Premises shall be abandoned, deserted or become vacant, unless Tenant shall have first given Landlord not less than thirty (30) days prior written notice, specifying the date upon which Tenant intends to abandon, desert or vacate the Premises; or (9) Any final or interlocutory lien is established against the Premises or Tenant's interest in this Lease or any lien or levy is established or made against any of Tenant's property or assets and the same is not discharged or bonded within ten (10) days after written notice from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent it is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Lease; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leaseestablished.

Default Provisions. In addition to any Default arising under Section 20.1 above, each (a) Any of the following occurrences or acts shall constitute a an event of default (each, an "Event of Default: ") under this Lease: (ai) if Tenant fails the Lessee shall fail to pay any Net Rent, Offer Purchase Price or Contingent Rent or any other payment when due hereunder within ten (10) days after written notice from Landlord of such failure to pay Payment on the due datedate on which payment is due; provided, however, that if in any consecutive 12 month periodwith respect to Net Rent, Tenant shall, Lessee shall be entitled to notice of such non-payment and a five (5) Business Day cure period with respect to the defaulted amount before such non-payment of Net Rent becomes an Event of Default on up to two (2) separate occasions during any period of eighteen (18) consecutive months during the Term (after such two (2) notices of non-payment of Net Rent during any period of eighteen (18) consecutive months Lessee will not be entitled to further notice of non-payment or grace or cure periods with respect to Net Rent payments during the remainder of the eighteen (18) month period in question (i.e. the period beginning with the first of such two occasions) and an Event of Default shall exist if future Net Rent payments during such period of eighteen (18) consecutive months are not made when due). (ii) subject to the terms of Section 18 relating to permitted contests, if the Lessee shall fail to pay any installment of Imposition (including, without limitation, any interest or penalties that may then be applicable thereto) within five (5) Business Days after written demand by Lessor or Agent. (iii) if the Lessee shall fail to pay any Additional Rent or other monetary payment due hereunder (other than the payment referred to in subsections [i] or [ii] above) or due under the Transaction Agreement or any Transaction Document on the date such installment payment is due and such failure is not cured within five (5) Business Days after written notice of Rent such failure is due, then, on given by either Lessor or Agent to Lessee; (iv) if the third such occasion and on each occasion thereafter on which Tenant Lessee shall fail to pay an installment comply with any Insurance Requirement (either by actual insurance or through the use of Rent on a self-insurance program satisfying the date requirements of Section 16(e) hereof) and such installment failure is not cured within thirty (30) days after written notice of Rent such failure is due, Landlord given to Lessee (which cure period shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period days instead of thirty (30) days if the non-compliance in which question is an actual failure to cure have any such failure; (b) except as is otherwise provided below required insurance in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(bforce); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a foregoing cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same period shall not be deemed to limit Lessor's or Agent's right to take action as deemed necessary to avoid lapse or termination of coverage even during such cure period nor Lessee's obligations to reimburse Lessor for any funds it may expend in connection therewith; (v) if the Lessee shall voluntarily grant or create any Lien (other than Permitted Encumbrances) upon the Property or any part thereof or interest therein or upon any Net Rent, Additional Rent or other sum payable hereunder; (vi) if Lessee shall fail to comply with any of the affirmative or negative covenants set out in Section 32 hereof; (vii) if any representation or warranty made by Lessee under this Lease, any supplement hereto, the Transaction Agreement, or any other Transaction Document proves to have been false or materially misleading at the time made and the misrepresentation, in the reasonable judgment of Lessor or Agent, as applicable, has a material adverse effect upon Lessor or the Instrument Holders; (viii) if the Lessee shall fail to observe or perform any other provision hereof (except as provided in Section 18 hereof), or fail to observe or perform Lessee's obligations under the Transaction Agreement or any Transaction Document and, in either case, Lessee does not cure such failure within thirty (30) days after receipt of written notice to the Lessee of such failure; (ix) if an Event of Default has occurred under the Environmental Indemnity Agreement, or an Event of Default by Lessee has occurred under the Transaction Agreement or any of the other Transaction Documents; (x) Upon the occurrence of a payment default by Lessee with respect to any other indebtedness in an amount in excess of $5 million owed by Lessee to any person or entity as and when such payment is due, which default continues beyond any grace or cure periods applicable thereto under the terms of the instruments evidencing such indebtedness; or (xi) if a custodian, receiver, liquidator, or trustee of Lessee, or of any of the property of Lessee, is appointed or takes possession, and such appointment or possession remains in effect for more than sixty (60) days; or Lessee generally fails to pay its debts as they become due or admits in writing its inability to pay its debts as they mature; or Lessee is adjudicated bankrupt or insolvent; or an order for relief is entered under the Federal Bankruptcy Code against Lessee; or any of the property of Lessee is sequestered by court order and the order remains in effect for more than sixty (60) days; or a petition is filed against Lessee under the bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or subsequently in effect, and is not stayed or dismissed within sixty (60) days after filing; (xii) if Lessee files a petition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or subsequently in effect; or consents to the filing of any petition against it under any such law; or consents to the appointment of or taking possession by a custodian, receiver, trustee or liquidator of Lessee or of all or any part of the property of Lessee; (xiii) if the Property or any material portion thereof shall be left vacant or unattended and without proper maintenance for a “Default” period of thirty (30) days after notice from Lessor requesting maintenance or other appropriate action. Nothing in the foregoing provision shall be deemed to prohibit Lessee from ceasing retail operations at any Parcel so long as the Improvements as to which retail operations have ceased continue to be properly secured, maintained, and insured as required by the terms of this Lease; or (xiv) if an Event of Default by the Lease Guarantor has occurred under the Lease Guarantee. To the extent any provision of this Lease requires payment and/or performance of any matter after written request or demand by Lessor, and Lessor gives such written request or demand for the action in question to Lessee, such written request or demand to Lessee specifically requesting or demanding payment or performance of the matter in question, and specifying that if payment or performance is not made an Event of Default may be declared by Lessor or Agent, shall constitute the notice required to be given by Lessor under this Section 19(a) for purposes of beginning any applicable grace or cure period, and if the action requested or demanded is not taken by Lessee within the applicable grace or cure period in question, an Event of Default shall arise hereunder without the necessity of any further notice or demand by Lessor or Agent. It is expressly agreed that in all circumstances where Lessee is entitled to receive notice of non-performance from Lessor pursuant to this Section 19(a) the notice in question may be given on behalf of Lessor by Agent, and Lessor hereby appoints Agent as its agent for purposes of giving such notices to Lessee. If at any time there is more than one entity that is a Lessee under the terms of this Lease, then (A) any Event of Default by any Lessee (including, but without limitation, an Event of Default pursuant to subsections 19(a)(xi) and/or (xii) as to such Lessee, shall constitute an Event of Default for purposes of all parties constituting "Lessee," and (B) where Lessor or Agent is required to give notice of any default, non- payment, or non-performance hereunder, notice shall be given to the Lessee Parent which shall be effective as to all Lessees regardless of which Lessee actually uses or occupies the portions of the Property in question. If an Event of Default occurs (including the expiration of applicable grace or cure periods), then the subsequent performance of the defaulted obligation shall not be deemed to "cure" the Event of Default unless Lessor (with the consent of Agent) agrees to accept such cure in writing, and absent such agreement the Event of Default in question shall be deemed to "continue" for all purposes of this Lease; . However, the purchase by Lessee of an affected portion of the Property pursuant to subsection 13(a)(i), 14(a)(v) or 14(a)(vi) where no Event of Default exists with respect to the remaining portions of the Property shall be deemed to "cure" the Event of Default in question, the Lease shall remain in effect as to the remainder of the Property, and the Lessor and Lessee shall be automatically restored to their former rights and positions hereunder. (b) The Lessor may take all steps to protect and enforce the rights of the Lessor or obligations of the Lessee hereunder, whether by action, suit or proceeding at law or in equity (for the specific performance of any covenant, condition or agreement contained in this Lease, or in aid of the execution of any power herein granted, or for the enforcement of any other appropriate legal or equitable remedy) or otherwise as the Lessor shall deem necessary or advisable. (c) If an Event of Default shall have occurred and be continuing, then: (i) By written notice by the occurrence Lessor to the Lessee, the Lessor may terminate this Lease; provided, that no such termination shall be effective unless approval of a default under any or all such termination is given in writing by Agent to both Lessor and Lessee. This Lease and the estate hereby granted shall expire and terminate on the date specified in such notice (or, if later, the date on which approval of such notice is given by Agent) as fully and completely and with the same effect as if such date were the Expiration Date herein fixed for the expiration of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more Term and all rights of the Other Leases is Lessee hereunder shall expire and terminate, but the Lessee shall remain liable as hereinafter provided. (ii) Should the Lessor elect not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other terminate this Lease Default”); upon after the occurrence of an Other Lease Event of Default, there this Lease shall continue in effect and Lessor may enforce all Lessor's rights and remedies under this Lease including the right to recover the rent as it becomes due under this Lease. For the purposes hereof, the following do not constitute a termination of this Lease: (A) Acts of maintenance or preservation of the Property or any part thereof or efforts to relet the Property or any part thereof, including, without limitation, termination of any sublease of the Property and removal of such subtenant from the Property; and/or (B) The appointment of a receiver upon initiative of the Lessor to protect the Lessor's interest under this Lease. (d) If an Event of Default shall have occurred and be continuing, the Lessor shall have (i) the right, whether or not this Lease shall have been terminated pursuant to subsection 19(c) hereof, to re-enter and repossess the Property or any part thereof, as the Lessor may elect, by summary proceedings, ejectment, any other legal action or in any other lawful manner the Lessor determines to be necessary or desirable and (ii) the right to remove all persons and property therefrom. The Lessor shall be under no liability by reason of any such re-entry, repossession or removal. No such re-entry or repossession of the Property or any part thereof shall be construed as an election by the Lessor to terminate this Lease unless a notice of such termination is given to the Lessee pursuant to subsection 19(c) hereof, or unless such termination is decreed by a court or other governmental tribunal of competent jurisdiction. Should the Lessor elect to re-enter the Property as herein provided or should the Lessor take possession pursuant to legal proceedings or pursuant to any notice provided for by Law or upon termination of this Lease pursuant to subsection 19(c) hereof or otherwise as permitted by Law, the Lessee shall peaceably quit and surrender the Property or any part thereof to the Lessor. In any such event, neither the Lessee nor any person claiming through or under the Lessee, by virtue of any Law, shall be entitled to possession or to remain in possession of the Property, but shall forthwith quit and surrender the Property to the Lessor. (e) At any time or from time to time after the re-entry or repossession of the Property or any part thereof pursuant to subsection 19(d) hereof, whether or not this Lease shall have been terminated pursuant to subsection 19(c) hereof, the Lessor may (but, except as otherwise required by applicable Law, shall be under no obligation to) relet the Property or any part thereof, for the account of the Lessee, without notice to the Lessee, for such term or terms and on such conditions and for such uses as the Lessor, in its discretion, may determine. The Lessor may collect and receive any rents payable by reason of such reletting. The Lessor shall not be delivered liable for any failure to relet the Property or any part thereof or for any failure to collect any rent due upon any such reletting. (f) No termination of this Lease pursuant to subsection 19(c) hereof, or by operation of Law, and no re-entry or repossession of the Property or any part thereof, pursuant to subsection 19(d) hereof, and no reletting of the Property or any part thereof pursuant to subsection 19(e) hereof, shall relieve the Lessee of its liabilities and obligations hereunder, nor all of which shall any cure period be available to Tenant hereunder; rathersurvive such termination, re-entry, repossession or reletting. (g) Upon the occurrence of an Other Event of Default, the Lessor, without waiving any Event of Default or releasing Lessee from any obligation, may (but shall be under no obligation to) make any required payment or perform any required act for the account and at the expense of the Lessee, and may enter upon the Property for such purpose and take all such action thereon as, in the Lessor's sole discretion, may be necessary or appropriate therefor. No such entry shall be deemed an eviction of the Lessee or a termination of this Lease. All sums so paid by the Lessor and all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses so incurred, together with interest thereon to the extent permitted by Law) shall be paid by the Lessee to the Lessor on demand as Additional Rent. (h) In the event of any termination of this Lease Default or re-entry or repossession of the Property or any part thereof by reason of the occurrence of any Event of Default, the Lessee shall immediately constitute a Default pay to the Lessor all Net Rent and Additional Rent and other sums required to be paid to and including the date of such termination, re-entry or repossession; and thereafter, until the end of the Term, whether or not the Property or any part thereof shall have been relet, the Lessee shall be liable to the Lessor for, and shall pay to the Lessor, on the days on which such amounts would be payable under this Lease; Lease in the absence of such termination, re-entry or repossession, as agreed current damages and (d) Guarantor defaults not as a penalty: all Net Rent, all Additional Rent and other sums which would be payable under any this Lease by the Lessee, in the absence of such termination, re-entry or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”)repossession, and fails all costs (including reasonable attorneys' fees and expenses) incurred by the Lessor hereunder (payable on demand). At such time after the termination or expiration of this Lease as the Lessee shall have paid all amounts required to cure same be paid by it under this Lease and the Lessor shall have discharged any and all obligations to the Agent, then the Lessor shall pay to the Lessee, within five (5) Business Days after its receipt thereof, the time periodnet proceeds, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Defaultreletting effected for the account of the Lessee pursuant to subsection 19(e), there after deducting from such proceeds all the Lessor's reasonable expenses in connection with such reletting (including, but not limited to, all repossession costs, brokerage commissions, attorneys' fees and expenses, employees' expenses, alteration costs and expenses of preparation for such reletting), and the amounts to which Lessee may be entitled hereunder shall be no notice required held by Lessor in trust for Lessee pending any such payment to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default Lessee. (i) Lessor may exercise its rights under this Lease.Sect

Default Provisions. In addition to any Default arising under Section 20.1 above, each (a) Any of the following occurrences or acts shall constitute a an "Event of Default" under this Lease: (ai) if Tenant fails Lessee's failure to (1) pay any Basic Rent, Additional Rent or any other payment when due sum required to be paid by Lessee hereunder within and such failure shall continue for ten (10) days after written notice from Landlord to Lessee of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two or (2) separate occasionsobserve or perform any other provision hereof and such failure shall continue for thirty days after notice to Lessee of such failure (provided, fail that in the case of any such default which cannot be cured by the payment of money and cannot with diligence be cured within such thirty-day period, if Lessee shall commence promptly to cure the same and thereafter prosecute such cure with diligence, the time within which such default may be cured shall be extended for such period as is necessary to complete such cure with diligence); or (ii) the filing by Lessee of a petition in bankruptcy or for reorganization or for an arrangement pursuant to any federal or state bankruptcy law or any similar federal or state law; or (iii) Lessee shall be granted relief under the Bankruptcy Code or become insolvent or shall make an assignment for the benefit of creditors or become unable to pay any installment of Rent on the date such installment of Rent is its debts generally as they become due, then, on or if a petition or answer proposing relief under the third such occasion and on each occasion thereafter on which Tenant shall fail Bankruptcy Code be filed against the Lessee or proposing its reorganization pursuant to pay an installment of Rent on the date such installment of Rent is due, Landlord any federal or state bankruptcy law or any similar federal or state law shall be relieved from filed in any obligation court and Lessee shall consent to provide notice to Tenantor acquiesce in the filing thereof or such petition or answer shall not be discharged or denied within ninety days after the filing thereof; or (iv) the appointment of a receiver, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action trustee or inaction, to timely comply with, liquidator of Lessee or satisfy, any of all or substantially all of the obligations imposed on Tenant under this Lease assets of Lessee or of the Premises or Lessee's estate therein in any proceeding brought by Lessee, or if any such receiver, trustee or liquidator shall be appointed in any proceeding brought against Lessee and shall not be discharged within ninety days after such appointment, or if Lessee shall consent to or acquiesce in such appointment; or (other than v) if the obligation to pay Rent) Premises shall have been left unoccupied and unattended for a period of 30 thirty days; or (vi) if any representation or warranty made by the Lessee herein shall prove to be or have been untrue in any material respect as of the date of the making thereof. (b) If an Event of Default shall have happened and be continuing, Lessor shall have the right to give Lessee notice of Lessor's intention to terminate the term of this Lease on a date not less than five days after Landlord’s delivery the date of such notice. Upon the giving of such notice, the term of this Lease and the estate hereby granted shall expire and terminate on the specified date as fully and completely and with the same effect as if such date were the date herein fixed for the expiration of the term of this Lease, and all rights of Lessee hereunder shall expire and terminate, but Lessee shall remain liable as hereinafter provided. (c) If an Event of Default shall have happened and be continuing, Lessor shall have the immediate right, whether or not the term of this Lease shall have been terminated pursuant to Tenant Paragraph 19(b) to re-enter and repossess the Premises by summary proceedings, ejectment or in any manner Lessor determines to be necessary or desirable, and to remove all persons and property therefrom. Lessor shall be under no liability by reason of written any such re-entry, repossession or removal. No such re-entry or repossession of the Premises shall be construed as an election by Lessor to terminate the term of this Lease unless a notice of such default intention is given to Lessee pursuant to Paragraph 19(b), or unless such termination is decreed by a court of competent jurisdiction. (d) At any time or from time to time after the re-entry or repossession of the Premises pursuant to Paragraph 19(c), whether or not the term of this Lease shall have been terminated pursuant to Paragraph 19(b), Lessor may (but shall be under this Section 20.2(b); providedno obligation to) relet the Premises for the account of Lessee, howeverin the name of Lessee or Lessor or otherwise, that if without notice to Lessee, for such term or terms and on such conditions and for such uses as Lessor, in its absolute discretion, may determine, subject to the default cannot, provisions of the Ground Lease. Lessor may collect and receive for Lessee's account any rents payable by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure reason of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same reletting. Lessor shall not be deemed liable for any failure to relet the Premises or for any failure to collect any rent due upon any such reletting. (e) No expiration or termination of the term of this Lease pursuant to Paragraph 19(b), by operation of law or otherwise, and no re-entry or repossession of the Premises pursuant to Paragraph 19(c) or otherwise, and no reletting of the Premises pursuant to Paragraph 19(d) or otherwise, shall relieve Lessee of its liabilities and obligations hereunder, all of which shall survive such expiration, termination, re-entry, repossession or reletting. (f) In the event of any expiration or termination of the term of this Lease or re-entry or repossession of the Premises by reason of the occurrence of an Event of Default, Lessee will pay to Lessor all Basic Rent, Additional Rent and other sums required to be paid by Lessee to and including the date of such expiration, termination, re-entry or repossession; and thereafter, until the end of what would have been the term of this Lease in the absence of such expiration, termination, re-entry or repossession (whether or not the Premises shall have been relet) Lessee shall be liable to Lessor for, and shall pay to Lessor, as liquidated and agreed current damages all Basic Rent, Additional Rent and other sums which would be payable under this Lease by Lessee in the absence of such expiration, termination, re-entry or repossession, less the net proceeds, if any, of any reletting effected for the account of Lessee pursuant to Paragraph 19(d), after deducting from such proceeds all Lessor's expenses in connection with such reletting (including, without limitation, all repossession costs, brokerage commissions, property management fees, attorney fees and expenses, employees' expenses, alteration costs and expenses of preparation for such reletting). Lessee will pay such current damages on the days on which Basic Rent would be payable under this Lease in the absence of such expiration, termination, re-entry or repossession, and Lessor shall be entitled to recover the same from Lessee on each such day. (g) At any time after the termination of this Lease pursuant to Paragraph 19(b), whether or not Lessor shall have collected any current damages pursuant to Paragraph 19(f), Lessor shall be entitled to recover from Lessee and Lessee will pay to or on demand as and for liquidated and agreed final damages for Lessee's default (it being agreed that it would be impractical or extremely difficult to fix actual damages), and in lieu of all current damages provided in Paragraph 19 (f) beyond the date to which the same shall have been paid, an amount equal to the excess, if any, of (A) the sum of (i) any past due Basic Rent or Additional Rent together with a “Default” late charge thereon (to the extent permitted by law) computed from the due date thereof to the date of payment of such liquidated damages at the rate of twelve percent per annum (or, if lower, the maximum rate permitted by application law), (ii) the present value of the aggregate future payments of Basic Rent otherwise payable in respect of the Premises for the remainder of the Primary Term or any Extended Term then in effect (regardless of any termination), each such payment discounted at the rate of four percent per annum (the "Discounted Future Basic Rent") from the date otherwise payable hereunder to the later of the date to which Basic Rent shall have been paid or the date to which Lessee shall have paid current damages pursuant to Paragraph 19(f), together with a late charge thereon (to the extent permitted by law) computed from the later of such dates to the date of payment of such liquidated damages at the rate of twelve percent per annum (or, if lower, the maximum rate permitted by applicable law), and (iii) the Additional Rent and other charges (as reasonably estimated by Lessor) which would be payable hereunder from such date for what would have been the then unexpired current term had the same not been terminated, the Additional Rent and such other charges to be discounted to the date of payment at the rate of four percent per annum, calculated on a monthly basis, over (B) the then Fair Market Rental Value of the Premises for the period from the date of payment of such liquidated damages to the date which would have been the expiration date of the then current term had this Lease not been terminated (after deducting all reasonable estimated expenses to be incurred in connection with reletting the Premises, including, without limitation, repossession costs, brokerage commissions, attorneys' fees and expenses and repair and alteration costs and expenses), discounted to the date of payment at the rate of four percent per annum calculated on a monthly basis. For purposes of this Lease; , the term "Fair Market Rental Value" shall be and hereby is understood to mean the amount for which the Premises could be leased for the balance of the existing Primary Term or Extended Term in an arm's-length transaction upon the same terms and conditions (cother than Basic Rent) as this Lease, assuming both the lessor and lessee to be prudent persons willing to enter into such a lease but under no compulsion to do so. In the event the parties are unable to agree upon such Fair Market Rental Value, the question shall be submitted to appraisal in the same manner set forth in Paragraph 15(d) hereof. If any statute or rule of law shall validly limit the amount of such liquidated final damages to less than the amount above agreed upon, Lessor shall be entitled to the maximum amount allowable under such statute or rule of law. (h) If Lessor shall elect the remedy provided for in Paragraph 19(g), Lessee shall have the option to immediately prepay all Basic Rent and Additional Rent for the balance of the then current term, discounted at the rate of four percent per annum calculated on a monthly basis, as though expressly made payable in advance prior to the occurrence of a default under any or such Event of Default. If Lessee shall exercise such right and shall prepay in full all such Basic Rent and Additional Rent, Lessee shall thereafter have the right to possession of the leases scheduled on Exhibit D Premises under the terms of this Lease for the entire period in respect of which Basic Rent and Additional Rent shall have been so prepaid, unless and until a further Event of Default shall occur, at which time Lessee's right of possession shall immediately terminate. (“Other Leases”)i) If this Lease is terminated pursuant to this Paragraph 19, Lessee waives, to the extent permitted by applicable la▇, (▇) ▇▇▇ ▇▇▇▇▇ ▇▇▇ch may require Lessor to sell, lease or otherwise use the Premises or any part thereof in mitigation of Lessor's damages as set forth in this Paragraph 19, (ii) any right of redemption, re-entry or re-possession, (iii) any right to a trial by jury in the event of summary proceedings to enforce the remedies set forth in this Paragraph 19, (iv) the benefit of any laws now or hereafter in force exempting property from liability for rent or for debt, and (v) any other rights which default might otherwise limit or modify any of Lessor's rights or remedies under one this Paragraph 19. (j) The words "re-enter" or more "re-entry" as used in this Paragraph 19 are not restricted to their technical meaning. (k) If, during the first three Lease Years of the Other Leases is not cured on a timely basisPrimary Term of this Lease, pursuant to Lessor shall be in default for 45 days under the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; ratherMortgage Note, the occurrence Lessee shall cure such default within 15 days after notice. Immediately upon curing such default, Lessee may, at its sole option either: (i) terminate this Lease by purchasing the Lessor's Interest in the Premises for an amount equal to the aggregate amount of an Other Lease Default shall immediately constitute a Default Debt Service Shortfall paid by Lessor as of such termination date (Debt Service Shortfall being defined herein as the quarterly amount by which (i) quarterly Basic Rent payable under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of the Operating Lease, dated of even date herewith minus (ii) quarterly Basic Rent payable under the “Guaranty”Ground Lease, is exceeded by (iii) Lessor's quarterly Debt Service obligation pursuant to the Mortgage), and fails by taking title to the Lessor's Interest in the Premises subject to the Mortgage, expressly assuming and agreeing to be personally liable to perform all of the terms, covenants and conditions of the Mortgage and to repay, in the manner therein stated, the indebtedness evidenced by the Mortgage Note; or (ii) continue this Lease in full force and effect and institute appropriate proceedings at law or in equity to recover from the Lessor any costs incurred by Lessee to cure same within the time periodLessor's default under the Mortgage Note. Nothing herein shall be deemed to create in Lessee a right to set off or otherwise deduct any such amounts from future installments of Basic Rent, Additional Rent, if any, or other sums due hereunder, except that Lessee shall be entitled to deduct from each future quarterly installment of Basic Rent the amount by which such Basic Rent installment exceeds the sum of (i) Lessor's quarterly Debt Service obligation under the Mortgage Note and (ii) rent payable under the Ground Lease. In no event shall the aggregate amount of such deductions exceed the total of the costs incurred by Lessee to cure Lessor's default as provided in the Guaranty clause (eachii), a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leaseabove.

Default Provisions. In addition to (a) The happening of any Default arising under Section 20.1 above, each one or more of the following shall events shall, at the option of Lessor, constitute a Default: default of this Lease on the part of Lessee and Lessor shall have such remedies as are herein provided: (a1) if Tenant If Lessee fails to timely pay any installment of any Base Rent or any other payment when Additional Rental due hereunder and such failure continues for ten (10) days after notice that such amount is due (except that Lessor shall not be required to provide more than two such notices in any calendar year, after which Lessee shall be deemed in default if any such payment is not paid within ten (10) days after written notice from Landlord of such failure to pay on the due datedate due); provided, however, that if in any consecutive 12 month period, Tenant shall, on two or (2) separate occasionsIf Lessee fails to fully and promptly perform any non-monetary act, fail to pay any installment term or provision required of Rent on it in the date performance of this Lease. If a breach is claimed under this subparagraph, written notice specifying the nature of such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord claimed breach shall be relieved from given to Lessee and Lessee shall have fifteen (15) days to cure such breach or such longer time as may reasonably be necessary due to the nature of such breach; or (3) If Lessee petitions or applies to any obligation tribunal for the appointment of a trustee or receiver of Lessee or commences any proceedings relating to provide notice to TenantLessee under any bankruptcy, reorganization, arrangements, insolvency, readjustment, dissolution, liquidation law of any jurisdiction whether or not hereinafter in effect; or (4) If any such petition or application is filed or any proceedings are commenced against Lessee and Lessee, by any act, indicates its approval thereof, consents thereto or acquiesces therein, or an order is entered appointing such trustee or receiver, or adjudicating Lessee bankrupt or insolvent, or approving the petition in any such proceedings, and Tenant shall then no longer have a ten (10) day period such order remains in which to cure any such failure; effect for more that 180 days. (b) except as is otherwise provided below in Upon the happening of any of the above events of default, Lessor may, at Lessor’s option: (1) Terminate and end this Section 20.2Lease and re-enter upon the Premises and at Lessor’s option, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant Lessee’s rights, title and interest under this Lease shall end and Lessee shall become a tenant at sufferance; or (other than 2) Elect to declare the obligation entire rent for the balance of the remainder of the term, reduced by the fair market value of the Premises for the remainder of the term, and thereupon said term shall terminate at the option of Lessor except that, to pay Rentthe extent rents have been collected, Lessee shall be entitled to remain in possession to the exhaustion of the period covered by the rentals so collected; or (3) Take possession of the Premises and rent the same for a period the account of 30 days after Landlord’s delivery to Tenant Lessee. The exercise of written notice any of such default under this Section 20.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same above options shall not be deemed to be a “Default” for purposes the exclusive remedy of this Lease; Lessor. In addition thereto, Lessor shall have the right of any of the provisions of the laws of the State of Florida governing default by Lessee, and, in any event of default by Lessee, Lessor shall take all reasonable action to mitigate damages. (c) the occurrence of a If Lessee is in default under this Lease more than two (2) times within any twelve (12) month period, regardless of whether or all of the leases scheduled on Exhibit D (“Other Leases”)not such default is cured, which default under one then, without limiting Lessor’s other rights and remedies provided for in this Lease or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; ratherat law or in equity, the occurrence of security deposit shall automatically be increased by an Other Lease Default shall immediately constitute a Default under this Lease; and amount equal to or greater than two (d2) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (times the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leaseoriginal Security Deposit.

Default Provisions. In addition to any Default arising Developer shall be in default under Section 20.1 above, each of the following shall constitute a Default: this Agreement if: (a) if Tenant Developer fails to pay Rent make any of the payments of money to the UG required by the terms of this Agreement or any other payment when due hereunder of the Transaction Documents, and Developer fails to cure or remedy the same within ten twenty (1020) days after the UG has given Developer written notice from Landlord of specifying such default; or (b) Developer fails to keep or perform any covenant or obligation herein contained on Developer's part to be kept or performed, and Developer fails to remedy the same within sixty (60) days after the UG has given Developer written notice specifying such failure to pay on the due dateand requesting that it be remedied; provided, however, that if in any consecutive 12 month event of default shall be such that it cannot be corrected within such period, Tenant shall, on two (2) separate occasions, fail to pay any installment it shall not constitute an event of Rent on the date default if corrective action is instituted by Developer within such installment of Rent is due, then, on the third such occasion period and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if diligently pursued until the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Leaseis corrected; or (c) Developer or any Affiliate shall file a voluntary petition under any bankruptcy law or an involuntary petition under any bankruptcy law is filed against any such party in a court having jurisdiction and said petition is not dismissed within sixty (60) days; or Developer or any Affiliate generally is not paying its debts as such debts become due; or Developer or any Affiliate makes an assignment for the occurrence benefit of its creditors; or a custodian, trustee or receiver is appointed or retained to take charge of and manage any substantial part of the assets of Developer or any Affiliate and such appointment is not dismissed within sixty (60) days; or any execution or attachment shall issue against Developer whereupon the Project, or any part thereof, or any interest therein of Developer under this Agreement shall be taken and the same is not released prior to judicial sale thereunder (each of the events described in this subparagraph being deemed a default under any or all the provisions of the leases scheduled on Exhibit D (“Other Leases”this Agreement), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and ; (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (Developer breaches the “Guaranty”), representations and warranties set forth in this Agreement and fails to cure or correct same within fifteen (15) days following Developer's receipt of written notice from the time periodUG specifying such breach; In the event of such default, if anythe UG may take such actions, or pursue such remedies, as exist hereunder, or at law or in equity, and Developer covenants to pay and to indemnify the UG against all reasonable costs and charges, including attorneys' fees, lawfully and reasonably incurred by or on behalf of the UG in connection with the enforcement of such actions or remedies, provided that the UG is the prevailing party in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leasesuch actions.

Default Provisions. In addition Section 8.1. This Lease and the term and estate hereby granted are subject to the limitation that: A. whenever Tenant: 1. shall default in the payment of any Default arising under Section 20.1 aboveinstallment of Fixed Rent, each of the following shall constitute a Default: (a) if Tenant fails to pay Rent or any other sum payable by Tenant to Landlord on any day upon which the same is due and payable; or 2. shall default in the payment when due of any Imposition or other sum payable hereunder within ten by Tenant, and if any such default under clause 1. or 2. shall continue for thirty (1030) days after Landlord shall have given to Tenant a written notice from which shall state that, “A default is hereby declared pursuant to Section 8.1.A. of the Lease of the Demised Land at Kansas City, Kansas, and unless the sum of is paid to Landlord (or other appropriate payee) within thirty (30) days, Tenant’s lease of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which said Demised Land will be terminated;” or B. whenever Tenant shall fail do, or permit anything to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant failsdone, whether by action or inaction, contrary to timely comply withany material covenant or agreement on the part of Tenant herein contained, or satisfycontrary to any of Tenant’s Obligations under this Lease, or shall fail in the keeping or performance of any of Tenant’s Obligations under this Lease, and Tenant shall fail to remedy the same within sixty (60) days after Landlord shall have given Tenant written notice specifying the same or, if such situation cannot be remedied within said sixty (60-) day period, Tenant shall fail to commence to take steps to remedy the same within said sixty (60-) day period or, having so commenced, shall thereafter fail to proceed diligently to remedy the same; or C. whenever Tenant shall desert or all abandon the Demised Land; or D. whenever Tenant shall become a bankrupt, voluntarily or involuntarily; then: A. at any time after the date of the obligations imposed on expiration of any such period of thirty (30) or sixty (60) days, as the case may be, after Landlord shall have given to Tenant a thirty (30-) or sixty (60-) day notice as hereinbefore provided and if Tenant shall not have taken the demanded action; or B. at any time thereafter if Tenant shall have failed to proceed diligently to remedy the default; or C. at any time after Tenant shall desert or abandon the Demised Land or become a bankrupt regardless of and notwithstanding the fact that Landlord has or may have some other remedy; Landlord may give to Tenant a notice (the “Second Notice”) of intention to end the term of this Lease specifying a day not less than ten (10) days thereafter, and, upon the day so specified, this Lease and the term and estate hereby granted shall expire and terminate as fully and completely and with the same force and effect as if the day so specified were the date hereinbefore fixed for the expiration of the term of this Lease, and all rights of Tenant under this Lease (other than shall expire and terminate, and Landlord may re-enter and repossess the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day periodDemised Land as set forth in Article 13, but Tenant commences and diligently pursues shall remain liable for damages as may be hereinafter provided or otherwise determined. Section 8.2. Landlord or Tenant may restrain any breach of the other’s Obligations hereunder. The failure of Landlord or Tenant to insist upon the strict performance of any one of the other party’s Obligations hereunder or to exercise any right, remedy or election herein contained or permitted by law shall not constitute or be construed as a cure waiver or relinquishment for the future of such default promptly within Obligation, right, remedy or election, but the initial 30 day cure periodsame shall continue and remain in full force and effect. Any right or remedy of Landlord or Tenant in this Lease specified upon breach of any of the other party’s Obligations hereunder shall be a distinct, thenseparate and cumulative right or remedy and no one, as long as Tenant continues whether exercised or not, shall be deemed to diligently pursue such a cure to completion, be in exclusion of any other. Receipt or acceptance of any Rent by Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Lease; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence waiver of any Guaranty Default, there shall default by Tenant in its Obligations hereunder or of any right which Landlord may be no notice required entitled to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default exercise under this Lease.

Default Provisions. In addition to any Default arising Developer shall be in default under Section 20.1 above, each of the following shall constitute a Default: (a) if Tenant this Agreement if: 9.1 Developer fails to pay Rent keep or perform any other payment when due hereunder covenant or obligation herein contained on Developer’s part to be kept or performed, and Developer fails to remedy the same within ten thirty (1030) days after the City has given Developer written notice from Landlord of specifying such failure to pay on the due dateand requesting that it be remedied; provided, however, that if in any consecutive 12 month default shall be such that it cannot be corrected within such period, Tenant shallit shall not constitute a default if corrective action is instituted by Developer within such period and diligently pursued until the default is corrected; or 9.2 Developer shall file a voluntary petition under any bankruptcy law or an involuntary petition under any bankruptcy law is filed against any such party in a court having jurisdiction and said petition is not dismissed within sixty (60) days; or Developer generally is not paying its debts as such debts become due; or Developer makes an assignment for the benefit of its creditors; or a custodian, on two trustee or receiver is appointed or retained to take charge of and manage any substantial part of the assets of Developer and such appointment is not dismissed within sixty (260) separate occasionsdays; or any execution or attachment shall issue against Developer whereupon the Wetlands/Trails Area, fail or any part thereof, or any interest therein of Developer under this Agreement shall be taken and the same is not released prior to judicial sale thereunder (each of the events described in this subparagraph being deemed a default under the provisions of this Agreement); or 9.3 Subject to any cure rights provided therein, Developer fails to perform its covenants and obligations set forth in the Conservation Easement or the Development Agreement. In the event of such default, the City may take such actions, or pursue such remedies, as exist hereunder, or at law or in equity, and Developer covenants to pay and to indemnify the City against all reasonable costs and charges, including attorneys’ fees, lawfully and reasonably incurred by or on behalf of the City in connection with the enforcement of such actions or remedies. In addition to the foregoing remedies, the City shall also have the right, but not the obligation, to perform any installment of Rent on Developer's obligations hereunder and Developer shall reimburse the date City for the City's costs of such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a performance within ten (10) day period in which to cure any such failure; days of demand therefor, with interest at fifteen percent (b15%) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Lease; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leaseper annum.

Default Provisions. In addition to any Default arising under Section 20.1 above, each (a) Any of the following occurrences or acts shall constitute a Defaultan event of default under this Lease: (ai) if Tenant fails to pay Rent or any other payment when due hereunder within ten Lessee shall (101) days after written notice from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment Basic Rent, Additional Rent or other sum as and when required to be paid by Lessee hereunder and such failure shall continue for 8 days after notice to Lessee of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall failure or (2) fail to pay an installment observe or perform any other provision hereof and such failure shall continue for 28 days after notice to Lessee of Rent on such failure (provided that in the date case of any such installment default which cannot be cured by the payment of Rent is duemoney and cannot with diligence be cured within such 28-day period, Landlord if Lessee shall commence promptly to cure the same and thereafter prosecute the curing thereof with diligence, the time within which such default may be cured shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day extended for such period in which to cure any such failure; (b) except as is otherwise provided below necessary to complete the curing thereof with diligence); or (ii) if any representation or warranty of Lessee set forth in this Section 20.2any notice, certificate, demand or request delivered to Lessor or the Mortgagee shall prove to be incorrect in any material and adverse respect as of the time when the same shall have been made; or (iii) if Tenant failsa receiver, whether by action trustee or inaction, to timely comply with, liquidator of Lessee or satisfy, any of all or substantially all of the obligations imposed on Tenant under this Lease assets of Lessee or of the Premises or Lessee’s estate therein shall be appointed in any proceeding brought by Lessee, or if any such receiver, trustee or liquidator shall be appointed in any proceeding brought against Lessee and shall not be discharged within 90 days after such appointment, or if Lessee shall consent to or acquiesce in such appointment; or (iv) if the Comptroller of the Currency or any other than state or federal regulatory authority shall appoint a receiver or conservator for Lessee or of all or substantially all of its assets, or otherwise take possession or control of such assets and such receiver, conservator, possession or control shall not be discharged within 90 days after such appointment or taking shall have occurred; or (v) if Lessee shall take any action looking toward liquidation, dissolution or the obligation voluntary surrender of its charter except in connection with a transaction permitted by Section 7.04 or a reincorporation or the obtaining of a new banking charter; or (vi) if Lessee shall become subject to federal bankruptcy law or state insolvency statutes and Lessee shall file a petition in bankruptcy or for reorganization or for an arrangement pursuant to any federal or state bankruptcy law or any similar federal or state law, or shall be adjudicated a bankrupt or become insolvent or shall make an assignment for the benefit of creditors or shall admit in writing its inability to pay Rentits debts generally as they become due, or if a petition or answer proposing the adjudication of Lessee’s reorganization or as a bankrupt pursuant to any federal or state bankruptcy law or any similar federal or state law shall be filed in any court and Lessee shall consent to or acquiesce in the filing thereof or such petition or answer shall not be discharged or denied within 90 days after the filing thereof; or (vii) if the Premises shall have been left unoccupied and unattended for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same days. The Premises shall not be deemed to be a “Default” for purposes unattended if staffed with adequate security and maintenance personnel. (b) If an event of default shall have happened and be continuing, Lessor shall have the right to give Lessee notice of Lessor’s termination of the Term of this Lease; . Upon the giving of such notice, the Term of this Lease and the estate hereby granted shall expire and terminate on such date as fully and completely and with the same effect as if such date were the date herein fixed for the expiration of the Term of this Lease, and all rights of Lessee hereunder shall expire and terminate, but Lessee shall remain liable as hereinafter provided. (c) If an event of default shall have happened and be continuing, Lessor shall have the occurrence immediate right, whether or not the Term of this Lease shall have been terminated pursuant to Section 5.01(b), to re-enter and repossess the Premises and the right to remove all persons and property therefrom by summary proceedings, ejectment and any other legal action or in any lawful manner Lessor determines to be necessary or desirable. Lessor shall be under no liability by reason of any such re-entry, repossession or removal. No such re-entry, repossession or removal shall be construed as an election by Lessor to terminate the Term of this Lease unless a default notice of such termination is given to Lessee pursuant to Section 5.01(b) or unless such termination is decreed by a court. (d) At any time or from time to time after a re-entry, repossession or removal pursuant to Section 5.01(c), whether or not the Term of this Lease shall have been terminated pursuant to Section 5.01(b), Lessor may (but shall be under no obligation to) relet the Premises for the account of Lessee, in the name of Lessee or Lessor or otherwise, without notice to Lessee, for such term or terms and on such conditions and for such uses as Lessor, in its absolute discretion, may determine. Lessor may collect any rents payable by reason of such reletting. Lessor shall not be liable for any failure to relet the Premises or for any failure to collect any rent due upon any such reletting. (e) No expiration or termination of the Term of this Lease pursuant to Section 5.01(b), by operation of law or otherwise, and no re-entry, repossession or removal pursuant to Section 5.01(c) or otherwise, and no reletting of the Premises pursuant to Section 5.01(d) or otherwise, shall relieve Lessee of its liabilities and obligations hereunder, all of which shall survive such expiration, termination, re-entry, repossession, removal or reletting. (f) In the leases scheduled on Exhibit D (“Other Leases”), which default under one event of any expiration or more termination of the Other Leases is not cured on a timely basis, pursuant to the terms Term of this Lease or re-entry or repossession of the applicable Other Lease(s) (“Other Lease Default”); upon Premises or removal of persons or property therefrom by reason of the occurrence of an Other Lease Defaultevent of default, there shall be no notice Lessee will pay to Lessor all Basic Rent, Additional Rent and other sums required to be delivered hereunderpaid by Lessee, nor in each case to and including the date of such expiration, termination, re-entry, repossession or removal; and, thereafter, Lessee shall, until the end of what would have been the current Term of this Lease in the absence of such expiration, termination, re-entry, repossession or removal and whether or not the Premises shall have been relet, be liable to Lessor for, and shall pay to Lessor, as liquidated and agreed current damages: (i) all Basic Rent, Additional Rent and other sums which would be payable under this Lease by Lessee in the absence of any cure period such expiration, termination, re-entry, repossession or removal, plus (ii) all expenses (including reasonable attorneys’ fees) incurred by Lessor because of Lessee’s default, payable on demand, less (iii) the net proceeds, if any, of any reletting effected for the account of Lessee pursuant to Section 5.01(d) (and, after the Bond Date of any existing sublease to the extent such net proceeds are actually received by Lessor) after deducting from such proceeds all expenses of Lessor in connection with such reletting (including, without limitation, all repossession costs, brokerage commissions, reasonable attorneys’ fees and expenses (including fees and expenses of appellate proceedings), employees’ expenses, alteration costs and expenses of preparation for such reletting). Lessee will pay such liquidated and agreed current damages on the dates on which Basic Rent would be available payable under this Lease in the absence of such expiration, termination, re-entry, repossession or removal, and Lessor shall be entitled to Tenant hereunder; rather, recover the same from Lessee on each such date. (g) At any time after any such expiration or termination of the term of this Lease or re-entry or repossession of the Premises or removal of persons or property therefrom by reason of the occurrence of an Other Lease Default event of default, whether or not Lessor shall immediately constitute a Default under this Lease; have collected any liquidated and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”agreed current damages pursuant to Section 5.01(f), Lessor shall be entitled to recover from Lessee, and fails Lessee shall pay to cure same within Lessor on demand, as and for liquidated and agreed final damages for Lessee’s default and in lieu of all liquidated and agreed current damages beyond the time perioddate of such demand (it being agreed that it would be impracticable or extremely difficult to fix the actual damages), an amount equal to the excess, if any, provided of (i) all Basic Rent from the date of such demand (or, if it be earlier, the date to which Lessee shall have satisfied in full its obligations under Section 5.01(f) to pay liquidated and agreed current damages) for what would be the then-unexpired Term of this Lease in the Guaranty absence of such expiration, termination, re-entry, repossession or removal, discounted at the rate of 5% per annum over (eachii) the Basic Rent for the Premises at then fair rental value that would be payable under a lease, a “Guaranty Default”); upon fully net under provisions comparable to this Lease, discounted at the occurrence rate of 5% per annum for the same period. If any Guaranty Defaultlaw shall limit the amount of liquidated final damages to less than the amount above agreed upon, there Lessor shall be no notice required entitled to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default maximum amount allowable under this Leasesuch law.

Default Provisions. In addition to any Default arising under Section 20.1 above, each Each of the following shall constitute a Defaultdefault by Tenant under this Lease: (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten (10) five days after written notice from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) five day period in which to cure any such failure; or (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b21.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, then Landlord shall not exercise its remedies under Section 21 22 unless such default remains uncured for more than 270 60 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Leasenotice; or (c) Tenant vacates or abandons the occurrence of a default under any or all of Premises during the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), Term and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default pay Rent or otherwise comply with its obligations under this Lease.

Default Provisions. Section 15.01. In addition to any Default arising under Section 20.1 above, each case one or more of the following events (an "Event of Default") shall constitute have occurred and shall not have been remedied then Landlord may, at Landlord's option, give to Tenant a Default: (a) notice of election to end the Term of this Lease and, if said notice is given, then the Term of this Lease and all right, title and interest of Tenant fails hereunder shall expire as fully and completely as if the termination date specified in such notice were the date herein specifically fixed for the expiration of the Term of this Lease, and Tenant will then quit and surrender the Premises to pay Landlord, but Tenant shall remain liable for all its obligations under this Lease: A. Default shall be made in the payment of the Basic Rent or any other payment when due hereunder within and such default shall continue for a period of ten (10) days after written the date on which such payment was due, or default shall be made in the payment of any item of additional rent or any other sum due to Landlord under this Lease and such latter default shall continue for a period of thirty (30) days after notice from Landlord thereof, specifying such default, shall have been given to Tenant; or B. Default shall be made in the performance of any other covenant or agreement on the part of Tenant to be performed hereunder, and such default shall continue for a period of thirty (30) days (or such longer time as may be permitted by this Section 15.01 B) after notice thereof, specifying such default, shall have been given to Tenant; provided, that in the case of a default which cannot with due diligence be remedied by Tenant within a period of thirty (30) days, if Tenant proceeds as promptly as may be reasonably possible after the service of such notice and with all due diligence to remedy the default and thereafter to prosecute the remedying of such default with all due diligence, the period of time after the giving of such notice within which to remedy the default shall be extended for such period as may be necessary to remedy the same with all due diligence but in any event no longer than ninety (90) days; C. Tenant shall be (1) adjudicated bankrupt or insolvent pursuant to the laws of the United States or the State of Maryland, or (2) an order for its reorganization is entered against Tenant under the provisions of the Federal Bankruptcy Code, or (3) a receiver of the Tenant's property is appointed due to its insolvency or failure to pay on its debts, and the due date; providedsaid receiver is not discharged within sixty (60) days after appointment, howeveror (4) Tenant shall make an assignment for the benefit of its creditors, that or (5) if in any consecutive 12 month perioda committee of creditors, sequestrator, conservator or trustee is appointed to take control of Tenant shall, on two (2) separate occasions, fail because of the inability of Tenant to pay any installment of Rent on its debts when and as the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which same mature; D. Tenant shall fail to pay an installment of Rent on maintain in force at all times the date such installment of Rent is due, Landlord insurance coverages required by Article 4 hereof; E. The Premises shall be relieved from any obligation to provide notice to Tenant, and de-certified or de-licensed as a 181 bed nursing home facility or Tenant shall then no longer have lose its license to operate the Premises as such a ten (10) day period in which to cure facility; F. An Event of Default shall occur under any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations seven leases identified in Schedule 15.01; or G. There shall be imposed on Tenant under this Lease (other than by any governmental authority or agency having jurisdiction a ban on the obligation admission of nursing home patients to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); providedthe Premises, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same which ban shall not be deemed terminated or withdrawn within ninety (90) days. Section 15.02. Tenant waives the service of notice of Landlord's intention to re-enter as provided for in any statute, or to institute legal proceedings to that end, and also waives any and all right of redemption in case Tenant shall be dispossessed by a “Default” for purposes judgment or by warrant of any court or judge. Landlord and Tenant each waives and shall waive any and all right to a trial by a jury in the event that summary proceedings or other proceedings available to Landlord by law or by statute shall be instituted by Landlord. The terms "enter", "re-enter", "entry" or "re-entry", as used in this Lease; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is are not cured on a timely basis, pursuant restricted to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leasetheir technical legal meanings.

Default Provisions. In addition to any Default arising under Section 20.1 above21.1 above or elsewhere provided in this Lease, each of the following shall constitute a Default: (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten five (105) days after written notice from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 twelve (12) month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) five day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 thirty (30) days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b21.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 thirty (30) day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 thirty (30) day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, then Landlord shall not exercise its remedies under Section 21 22 unless such default remains uncured for more than 270 sixty (60) days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Leasenotice; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”)and, which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leaseat Landlord’s election.

Default Provisions. In addition 10.1 This Lease and the term and estate hereby granted are subject to any Default arising under Section 20.1 above, each of the following shall constitute a Default: limitation that: (a) if whenever the Tenant fails to pay Rent shall default in the payment of any installment of rent or of any other payment when due hereunder within sum payable by the Tenant to the Landlord on any day upon which the same is due, and if such default shall continue for ten (10) days after written notice from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failurethereof; or (b) except as is otherwise provided below in this Section 20.2, if whenever the Tenant failsshall do or permit to be done, whether by action or inaction, anything contrary to timely comply withany covenant or agreement on the part of the Tenant herein contained, or satisfy, contrary to any or all of the obligations imposed covenants, agreements, terms and provisions of this Lease, or shall fail to keep or perform any of the covenants, agreements, terms or provisions contained in this Lease which, on the part or behalf of the Tenant, are to be kept or performed (other than those referred to in the foregoing subsection (a) of this Section), and the Tenant shall fail to commence to take steps to remedy the same within fifteen (15) days after the Landlord shall have given to the Tenant a written notice specifying the same, or having so commenced shall thereafter fail to proceed diligently to remedy the same; or (c) whenever an involuntary petition shall be filed against the Tenant under any bankruptcy or insolvency law or under the reorganization provisions of any law or like import, or a receiver of the Tenant or of or for the property of the Tenant shall be appointed without the acquiescence of the Tenant, or whenever this Lease or the estate hereby granted or the unexpired balance of the term would, by operation of law or otherwise, except for this provision, devolve upon or pass to any person, firm or corporation other than the Tenant, and such situation under this subsection (c) shall continue and shall remain undischarged or unstayed for an aggregate period of sixty (60) days (whether or not consecutive) or shall not be remedied by the Tenant within sixty (60) days; or (d) whenever the Tenant shall make an assignment of its property for the benefit of creditors or shall file a voluntary petition under any bankruptcy or insolvency law, or whenever any court of competent jurisdiction shall approve a petition filed by the Tenant under the reorganization provisions of the United States Bankruptcy Act or under the provisions of any law of like import, or whenever the Tenant shall desert or abandon the Leased Premises; then regardless of and notwithstanding the fact that the Landlord has or may have some other remedy under this Lease or by virtue hereof, in law or in equity, the Landlord may give to the Tenant notice of intention to end the term of this Lease by specifying a day not less than five (5) days thereafter, and upon the giving of such notice, this Lease and the term and estate hereby granted shall expire and terminate upon the day so specified and all rights of the Tenant under this Lease (shall expire and terminate, but the Tenant shall remain liable for damages as hereinafter provided. 10.2 Upon any such termination or expiration of this Lease, the Tenant shall peaceably quit and surrender the Leased Premises to the Landlord, in broom clean condition and in good repair, and the Landlord may without further notice enter upon, re-enter, possess and repossess itself thereof, by summary proceedings, ejectment or otherwise, and may have, hold, and enjoy the Leased Premises and the right to receive all rental and other than income of and from the obligation same. 10.3 It is covenanted and agreed by the Tenant that in the event of the expiration or termination of this Lease or re-entry by the Landlord, under any of the provisions of this Section 10 or pursuant to law, by reason of default hereunder on the part of the Tenant, the Tenant will pay Rent) for to the Landlord the damages, incurred by the Landlord as a period of 30 days after Landlord’s delivery to Tenant of written notice result of such default under early termination and that the Landlord will have all rights and remedies provided by law in such event. Landlord shall make reasonable efforts to mitigate damages. In this Section 20.2(b); providedcircumstance, however"reasonable efforts" means that the Landlord will offer the Premises for Lease and will list the Property with a broker, that if cause reasonable publication of the default cannot, availability of the Premises for lease and cause the Premises to be available for inspection by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, prospective Tenants. Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice be liable and same Tenant's responsibility hereunder shall not be deemed diminished if Landlord fails to be lease the premises despite such reasonable efforts. 10.4 The Tenant, for itself, its successors, assigns and any and all persons claiming through or under the Tenant, including creditors of all kinds, does hereby waive and surrender all right and privilege which it might have under or by reason of any present or future law, to redeem the Leased Premises, or to have a “Default” for purposes continuance of this Lease; (c) Lease for the occurrence term hereof after being dispossessed or ejected therefrom by process of a default under any law or all after the termination of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other this Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leaseas herein provided.

Default Provisions. In addition to any Default arising Developer shall be in default under Section 20.1 above, each of the following shall constitute a Default: this Agreement if: (a) if Tenant Developer fails to pay Rent make any of the payments of money required by the terms of this Agreement or any other payment when due hereunder of the Transaction Documents, and Developer fails to cure or remedy the same within ten twenty (1020) days after the UG has given Developer written notice from Landlord of specifying such default; or (b) Developer fails to keep or perform any covenant or obligation herein contained on Developer's part to be kept or performed, and Developer fails to remedy the same within sixty (60) days after the UG has given Developer written notice specifying such failure to pay on the due dateand requesting that it be remedied; provided, however, that if in any consecutive 12 month event of default shall be such that it cannot be corrected within such period, Tenant shall, on two (2) separate occasions, fail to pay any installment it shall not constitute an event of Rent on the date default if corrective action is instituted by Developer within such installment of Rent is due, then, on the third such occasion period and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if diligently pursued until the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Leaseis corrected; or (c) Developer or any Affiliates of Developer shall file a voluntary petition under any bankruptcy law or an involuntary petition under any bankruptcy law is filed against any such party in a court having jurisdiction and said petition is not dismissed within sixty (60) days; or Developer or any Affiliates of Developer generally is not paying its debts as such debts become due; or Developer or any Affiliate of Developer makes an assignment for the occurrence benefit of its creditors; or a custodian, trustee or receiver is appointed or retained to take charge of and manage any substantial part of the assets of Developer, or any Affiliates of Developer and such appointment is not dismissed within sixty (60) days; or any execution or attachment shall issue against Developer whereupon the Project, or any part thereof, or any interest therein of Developer under this Agreement shall be taken and the same is not released prior to judicial sale thereunder (each of the events described in this subparagraph being deemed a default under any or all the provisions of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”this Agreement); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and or (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (Developer breaches the “Guaranty”), representations and warranties set forth in this Agreement and fails to cure or correct same within fifteen (15) days of notice from the time periodUG. In the event of such default, if anythe UG may take such actions, provided in the Guaranty (eachor pursue such remedies, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered as exist hereunder, nor shall any cure period be available or at law or in equity, and Developer covenants to Tenant hereunderpay and to indemnify the UG against all reasonable costs and charges, but rather including attorneys' fees, lawfully and reasonably incurred by or on behalf of the occurrence UG in connection with the enforcement of a Guaranty Default shall immediately constitute a Default under this Leasesuch actions or remedies.

Default Provisions. In addition to any Default arising under Section 20.1 22.1 above, each of the following shall constitute a Default: (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten (10) 5 business days after written notice from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) 5 business day period in which to cure any such failurefailure or if Tenant fails to pay when due any amounts required to be paid by Tenant pursuant to Exhibit B of this Lease; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the material obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b22.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, then Landlord shall not exercise its remedies under Section 21 23 unless such default remains uncured for more than 270 60 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Leasenotice; and, at Landlord’s election, (c) if Tenant vacates or abandons the occurrence of a default under any or all of Premises during the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this LeaseTerm.

Default Provisions. In addition to any Default arising under Section 20.1 above, each of the following shall constitute a Default: (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten (10) days after written notice from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completioncure, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 120 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Leasenotice; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”)and, which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Lease.at Landlord’s

Default Provisions. In addition to any Default arising under Section 20.1 above, each (a) Any of the following occurrences or acts shall constitute a Default: an Event of Default under this Lease: (ai) if Tenant fails to pay, within 5 days after notice from Landlord to Tenant, any installment of Basic Rent. (ii) Tenant fails to pay Rent any payment of Additional Rent, or any other payment when due hereunder within ten (10) required to be paid by Tenant hereunder, including, without limitation, payment of Impositions and insurance premiums, and such failure continues for 30 days after written notice from thereof shall have been given to Tenant by Landlord. (iii) Tenant fails to observe or perform any other provision hereof for 30 days (or such shorter period of time as Landlord may reasonably determine if such default endangers life or property) after Landlord shall have delivered to Tenant written notice (except in the case of an emergency) of such failure (provided that, in the case of any default referred to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action clause (iii) which does not endanger life or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if the default property and which cannot, by its nature, not with diligence be cured within such 30 day period, but if Tenant commences shall proceed promptly to cure the same and diligently pursues a cure thereafter shall prosecute the curing of such default promptly with diligence, then upon receipt by Landlord of a certificate from an authorized officer of Tenant stating the reason that such default cannot be cured within 30 days and stating that Tenant is proceeding with diligence to cure such default, the time within which such failure may be cured shall be extended for such additional period as may be necessary to complete the curing of the same with diligence. (iv) An Act of Bankruptcy occurs with respect to Tenant, or Tenant becomes generally unable to pay its debts as they become due; provided, however, if a proceeding with respect to an Act of Bankruptcy is filed or commenced against Tenant, the same shall not constitute an Event of Default if such proceeding is dismissed within 90 days from the date of such Act of Bankruptcy. (v) Default is made (A) with respect to any evidence of indebtedness of liability for borrowed money of Tenant to the Credit Facility Provider, or (B) with respect to any evidence of indebtedness or liability of Tenant to any other Person for borrowed money or pursuant to a lease obligation, if the effect of such default described in clause (A) or (B) above is to accelerate the maturity of such evidence of indebtedness or liability prior to its stated maturity (whether automatically, following an election by the holder or obligee thereof to accelerate, or otherwise) or any such indebtedness is not paid as and when due and payable; provided, however, that it shall not constitute an Event of Default if the outstanding principal balance of such indebtedness or liability of Tenant to any Person other than the Credit Facility Provider or the State is not in excess of $1,000,000 or Tenant certifies to the Credit Facility Provider, the State and MIDFA that it is contesting such default in good faith and by appropriate and diligent proceedings. (vi) Any amendment to this Lease shall have been made without the prior written consent of the Credit Facility Provider, the State and MIDFA, which consent shall not be unreasonably withheld, conditioned or delayed, and, except for material changes which would require the consent or approval of the State Board of Public Works or the State Legislative Policy Committee, which consent shall be deemed given by the Credit Facility Provider, the State or MIDFA if the Credit Facility Provider, the State or MIDFA does not object to any proposed amendment within 15 business days after the receipt thereof by the Credit Facility Provider, the State or MIDFA. (vii) Tenant abandons the Leased Premises. (viii) The interest of Tenant in the Leased Premises or any part thereof shall be assigned or subleased in violation of Paragraph 17, or shall be levied upon or attached in any proceeding involving a claim in excess of $1,000,000 and such proceeding is not vacated, discharged or bonded against to the reasonable satisfaction of Landlord, the Credit Facility Provider, the State and MIDFA within 30 days thereafter. (ix) Any representation or warranty made by Tenant or its representatives in this Lease or any of the Lease Documents executed and delivered by Tenant or any statement or representation made by Tenant or its representatives in any certificate, report or opinion (including legal opinions) financial statement or other instrument furnished in connection with this Lease or any of the Lease Documents executed and delivered by Tenant proves to have been incorrect, false or misleading in any material respect when made. (x) Any judgment against Tenant or any attachment or other levy against the property of Tenant with respect to a claim for an amount in excess of $1,000,000 remains unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period of 60 days. (xi) Tenant fails to comply with any material requirement of any governmental authority having jurisdiction over the Leased Premises within the initial 30 day cure periodtime required by such governmental authority; or any proceeding is commenced or action taken to enforce any remedy for a violation of any material requirement of a governmental authority or any restrictive covenant affecting the Leased Premises or any part thereof; provided, thenhowever, as long as it shall not constitute an Event of Default if Tenant continues is contesting the validity or applicability of any such requirement or covenant, at its sole cost and expense, in good faith and by appropriate and diligent proceedings. (xii) If any material provision of this Lease at any time for any reason ceases to diligently pursue be valid and binding on Tenant, or is declared to be null and void, or the validity or enforceability thereof is contested by Tenant or any governmental agency or authority, or Tenant denies that it has any further liability or obligation under this Lease or any of the Lease Documents executed and delivered by Tenant. (xiii) Landlord, the Credit Facility Provider, the State or MIDFA, or any of their respective representatives are not permitted, at all reasonable times (after at least 48 hours prior written notice to Tenant, unless an Event of Default shall have occurred and be continuing in which event notice will not be required), to enter upon the Leased Premises, to inspect the Leased Premises and all materials, equipment, fixtures and other items used or to be used in the construction thereof, and to examine all detailed plans, shop drawings and specifications which relate to or the appurtenances thereto or to be used in the operation thereof, provided, however, any person conducting such a cure to completioninspection shall comply with Tenant's safety and operating policies and procedures. (b) If an Event of Default shall have happened and be continuing, Landlord shall have the right at its election, then or at any time thereafter while such Event of Default shall continue, to give Tenant written notice of Landlord's intention to terminate this Lease on a date specified in such notice (such termination being hereinafter referred to as a "Default Termination" and such notice being hereinafter referred to as a "Default Termination Notice"). Upon giving a Default Termination Notice, the Term and the estate hereby granted shall terminate on the date specified in the Default Termination Notice as fully and completely and with the same effect as if such date were the date hereinbefore fixed for the expiration of the Term, and all rights of Tenant hereunder shall terminate, but Tenant shall remain liable as hereinafter provided. Notwithstanding the foregoing, no Default Termination Notice shall be effective unless it is also executed by the Credit Facility Provider and the State and MIDFA. (c) If an Event of Default shall have happened and be continuing, Landlord shall have the immediate right, whether or not exercise its remedies the Term shall have been terminated pursuant to Paragraph 19(b), to re-enter and repossess the Leased Premises or any part thereof by force (if legally permitted in the State of Maryland), summary proceedings, ejectment or otherwise and the right (subject to the rights and interests of equipment lessors) to remove all Persons and property therefrom. Landlord shall be under Section 21 no liability for or by reason of any such entry, repossession or removal. No such re-entry or taking of possession of the Leased Premises by Landlord shall be construed as an election on Landlord's part to terminate this Lease unless such default remains uncured for more than 270 days a Default Termination Notice shall have been given to Tenant, or unless the termination of this Lease be finally decreed by a court of competent jurisdiction. (d) At any time or from time to time after the initial delivery repossession of the Leased Premises or any part thereof pursuant to Paragraph 19(c), whether or not this Lease shall have been terminated pursuant to ▇▇▇▇▇▇▇▇▇ ▇▇(▇), ▇▇▇▇▇▇▇▇ shall use reasonable efforts to relet the Leased Premises or any part thereof for the account of Tenant or Landlord or otherwise, without notice to Tenant, for such term or terms and on such conditions (which may include concessions of free rent) and for such uses as Landlord’s original default notice , in its absolute discretion, may determine, and same Landlord may collect and receive any rents payable by reason of such reletting. Landlord shall not be deemed responsible or liable for any failure to be a “Default” relet the Leased Premises or any part thereof or for purposes any failure to collect any rent due upon any such reletting. (e) In the event of the termination of this Lease; (c) the occurrence Lease upon an Event of a default under any Default or all repossession of the leases scheduled on Exhibit D (“Other Leases”Leased Premises or any part thereof pursuant to Paragraph 19(c) or otherwise, or the reletting of the Leased Premises or any part thereof pursuant to Paragraph 19(d), which default under one Tenant shall remain liable as hereinafter provided. (f) In the event of any Default Termination or more repossession of the Other Leases is not cured on a timely basis, pursuant to the terms Leased Premises or any part thereof by reason of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Event of Default, there shall be no notice Tenant will pay to Landlord Basic Rent, Additional Rent and other sums required to be delivered hereunderpaid by Tenant to and including the date of such termination or repossession (including, nor shall any cure period be available to Tenant hereunder; ratherwithout limitation, the occurrence amount of an Other Lease Default all sums which have become due and payable by Landlord under the Credit Facility Documents and the Bond Documents and the State Loan Documents); and, thereafter, Tenant shall, until the end of what would have been the Term in the absence of such termination or repossession, and whether or not the Leased Premises or any part thereof shall immediately constitute a Default have been relet, be liable to Landlord for, and shall pay to Landlord, as liquidated and agreed current damages on each Basic Rent Payment Date and on any other date when due and payable: (i) Basic Rent, Additional Rent and other sums which would be payable under this Lease; and Lease by Tenant in the absence of such termination or repossession, less (dii) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time periodnet proceeds, if any, provided of any reletting effected for the account of Tenant pursuant to Paragraph 19(d), after deducting from such proceeds all Landlord's expenses in connection with such reletting (including, without limitation, all repossession costs, brokerage commissions, legal expenses, attorneys' fees, employees' expenses, alteration costs and expenses of preparation for such reletting). Tenant will pay such current damages on the days on which Basic Rent would have been payable under this Lease in the Guaranty (eachabsence of such termination or repossession, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there and Landlord shall be no notice required entitled to be delivered hereunder, nor shall recover the same from Tenant on each such day. (g) At any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute time after a Default Termination, Landlord shall be entitled to recover from Tenant, and Tenant will pay to Landlord within 120 days of demand therefor, an amount equal to Basic Rent, Additional Rent and other sums which would be payable under this Lease., from the date to which Tenant shall have satisfied in full its obligations under Paragraph 19

Default Provisions. In addition to any Default arising under Section 20.1 above, each (a) Each of the following events shall constitute a be deemed to be, and is referred to in this Lease as, an "Event of Default: ": (a1) if A default by Tenant fails to pay in the due and punctual payment of any Rent or any other payment when charges due hereunder within which continues for more than ten (10) days after written notice from Landlord of such failure to pay on the amounts shall be due dateand payable; provided, however, that if in any consecutive 12 month period, Tenant shall, on two or (2) separate occasionsThe neglect or failure of Tenant to perform or observe any of the terms, fail covenants or conditions contained in this Lease on Tenant's part to pay be performed or observed (other than those referred to in paragraph (1) above) which is not remedied by Tenant within 20 days after Landlord shall have given to Tenant written notice specifying such neglect or failure; or (3) The assignment, transfer, mortgaging or encumbering of this Lease or the subletting of the Premises in a manner not permitted by this Lease; or (4) The taking of this Lease or the Premises, or any installment part thereof, upon execution or by other process of Rent law directed against Tenant, or upon or subject to any attachment at the instance of any creditor of or claimant against Tenant, which execution or attachment shall not be discharged within 30 days after the levy thereof; or (b) Upon the occurrence of an Event of Default, Landlord shall have the right, at its election, then or at any time thereafter which such Event of Default shall continue, either: (1) To give Tenant written notice that this Lease will terminate on a date to be specified in such notice, which date shall not be less than five days after such notice, and on the date specified in such installment notice. Tenant's right to possession of Rent is duethe Premises shall cease and this Lease shall thereupon be terminated, then, on the third such occasion and on each occasion thereafter on which but Tenant shall fail remain liable as provided in Subparagraph (d) of this section; or (2) Without demand or notice, to pay an installment reenter to take possession of Rent on the date Premises or any part thereof, and repossess the same and expel Tenant and those claiming through or under Tenant and remove the effects of both or either summary proceedings, or by action at law or in equity or otherwise, without being deemed guilty of any manner of trespass and without prejudice to any remedies to collect rent due from Tenant. (c) If Landlord elects to reenter under subparagraph (b) above, Landlord may terminate this Lease, or, from time to time, without terminating this Lease, may relet the Premises, or any part thereof, as agent for Tenant for such installment terms and at such rentals and upon such other terms and conditions as Landlord may deem advisable, with the right to make alterations and repairs to the premises. No such reentry or taking of Rent is due, possession of the Premises by Landlord shall be relieved from any obligation construed as an election on Landlord's part to provide notice to Tenant, and Tenant shall then no longer have terminate this lease unless a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such intention is given to Tenant under Subparagraph (b) above or unless the termination thereof be decreed by a court of competent jurisdiction. (d) If Landlord terminates this Lease pursuant to Subparagraph (b) above, Tenant shall remain liable to the extent legally permissible for (i) the sum of (A) all Rent or any other charges due hereunder or provided for in this Lease until the date this Lease would have expired had such termination not occurred, and (B) any and all reasonable expenses incurred by Landlord in reentering the Premises, repossessing the same, making good any default of Tenant, painting, altering or dividing the Premises, combining the same with any adjacent space for any new tenants, putting the same in proper repair, reletting the same (including any and all reasonable attorney's fees and disbursements and reasonable brokerage fees incurred in so doing), and any and all expenses which Landlord may incur during the occupancy of any new tenant (other than expenses of a type that are Landlord's responsibility under the terms of this Section 20.2(bLease); providedless (ii) the net proceeds of any reletting. Tenant agrees to pay to Landlord the difference between items (i) and (ii) above with respect to each month during the Term, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 five days after the initial delivery end of Landlord’s original default notice and same such month. Any suit brought by landlord to enforce collection of such difference for any one month shall not be deemed prejudice Landlord's right to be a “Default” enforce the collection of any difference for purposes any subsequent month. In addition to the foregoing, Tenant shall pay to the Landlord reasonable attorney's fees with respect to any successful lawsuit or action instituted by land lord to enforce the provisions of this Lease; (c) . Landlord shall have the occurrence of a default under right, at its sole option, to relet the whole or any or all part of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more Premises for the whole of the Other Leases is not cured on a timely basisunexpired Term, pursuant or longer, or from time to time for shorter periods, for any rental then obtainable giving such concessions of rent and making such special repairs, alterations, decorations and paintings for any new tenant as Landlord in its sole and absolute discretion, may deem advisable. Tenant's liability as aforesaid shall survive the terms institution of summary proceedings and the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence issuance of an Other Lease Default, there any warrant thereunder. Landlord shall be under no notice required obligation to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, relet the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunderPremises, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leaseagrees to use its best efforts to do so.

Default Provisions. In addition to 19.1 The occurrence of any Default arising under Section 20.1 above, each one or more of the following events (any such event, after the expiration of any specified notice and/or cure period, being specified herein as a "failure" or "default") shall constitute an Event of Default under this Lease: 19.1.1 a Default: (a) if failure by Tenant fails to pay make any payment of Basic Rent, Additional Rent or any other payment when due hereunder within sum herein required to be paid by Tenant which continues unremedied for a period of ten (10) days after written notice from ("Nonpayment Notice") thereof given to Tenant by Landlord of such or Lender or Lender's designee; 19.1.2 failure by Tenant to pay on the due date; providedperform and observe, howeveror a violation or breach of, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below other provision in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) and such default shall continue for a period of 30 thirty (30) days after Landlord’s delivery written notice thereof is given by Landlord or Lender or Lender's designee to Tenant of written notice or if such default is of such default under this Section 20.2(b); provided, however, a nature that if the default it cannot, by its nature, not reasonably be cured within such 30 day periodperiod of thirty (30) days, but such period shall be extended for such longer time as is reasonably necessary provided that Tenant commences and diligently pursues a has commenced to cure of such default promptly within said period of thirty (30) days and is actively, diligently and in good faith proceeding with continuity to remedy such default; 19.1.3 Tenant or any guarantor of Tenant's obligations hereunder shall (i) voluntarily be adjudicated a bankrupt or insolvent, (ii) or voluntarily consent to the initial 30 day cure periodappointment of a receiver or trustee for itself or for any other Leased Premises, then(iii) voluntarily file a petition seeking relief under the bankruptcy or other similar laws of the United States, as long as any state or any jurisdiction, or (iv) voluntarily file a general assignment for the benefit of creditors; 19.1.4 A court shall enter an order, judgment or decree appointing, with the voluntary consent of Tenant continues to diligently pursue or any guarantor of Tenant's obligations hereunder, a receiver or trustee for Tenant or any guarantor of Tenant's obligations hereunder or for the Leased Premises or approving a petition filed against Tenant or any guarantor of Tenant's obligations hereunder which seeks relief under the bankruptcy or other similar laws of the United States or any State, and such a cure to completionorder, Landlord judgment or decree shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 remain in force, undischarged or unstayed, 90 days after it is entered; 19.1.5 Tenant or any guarantor of Tenant's obligations hereunder shall in any insolvency proceedings be liquidated or dissolved or shall voluntarily commence proceedings towards its liquidation or dissolution; or 19.1.6 The estate or interest of Tenant in the initial delivery of Landlord’s original default notice Leased Premises shall be levied upon or attached in any proceeding and same such estate or interest is about to be sold or transferred or such process shall not be deemed to be a “Default” for purposes of this Lease; (c) the occurrence of a default under any vacated or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one discharged within 90 days after such levy or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leaseattachment.

Default Provisions. In addition to any Default arising under Section 20.1 21.1 above, each of the following shall constitute a Default: (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten (10) five days after written notice from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) five day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b21.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, then Landlord shall not exercise its remedies under Section 21 22 unless such default remains uncured for more than 270 120 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Leasenotice; and, at Landlord’s election; or (c) the occurrence of a after execution thereof by Tenant, any default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, by Tenant pursuant to that certain Business Subsidy Agreement, as amended, by and between Tenant and the terms of City or that certain Tri-Party Agreement, as amended, by and among the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; ratherCity, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; Landlord and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this LeaseTenant.

Default Provisions. In addition Section 12.01. This Lease and the term and estate hereby granted are subject to any Default arising under Section 20.1 above, each of the following shall constitute a Default: limitation that (a) if whenever Tenant fails to pay Rent shall default in the payment of any installment of Annual Base Rental, additional rent or any other payment when due hereunder within sum payable by Tenant to Landlord on any date upon which the same ought to be paid, and if such default shall continue for ten (10) days after Landlord shall have given to Tenant a written notice from Landlord of specifying such failure to pay on the due datedefault; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; or (b) except as is otherwise provided below in this Section 20.2whenever Tenant shall do, if Tenant failsor permit to be done, whether by action or inaction, anything contrary to timely comply with, any covenant or satisfy, agreement on the part of Tenant herein contained or shall fail in keeping or performance of any or all of the obligations imposed on Tenant under covenants, agreements, terms or provisions contained in this Lease which on the part or behalf of Tenant are to be kept or performed (other than those referred to in the obligation foregoing subsection (a) of this Section 12.01) and Tenant shall fail to commence (subject to unavoidable delay) to take steps to remedy the same within thirty (30) days after Landlord shall have given to Tenant a written notice specifying the same, or having so commenced shall thereafter fail to proceed diligently to remedy the same, but, in all events, within ninety (90) days after such notice; or (c) whenever a decree or order for relief shall be entered by a court having jurisdiction over Tenant in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) shall be appointed for any substantial part of Tenant's property, or the winding-up or liquidation of Tenant's affairs shall be ordered, and such situation under this subsection (c) shall continue and shall not be remedied by Tenant within one hundred twenty (120) days after the happening of any such event; or (d) whenever Tenant shall commence a voluntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency or other similar law, or Tenant shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of any substantial part of the property of Tenant, or to the taking possession of any such property by any such functionary or the making of any assignment for the benefit of creditors by Tenant, or Tenant shall fail generally to pay Rentits debts as such debts become due, or any corporate Tenant shall take corporate action in furtherance of any of the foregoing; (any of the aforesaid occurrence being herein referred to as an "Event of Default") for a period then at any time thereafter Landlord may at its option, in addition to all other rights and remedies given hereunder or by law or equity, do any one or more of 30 days after Landlord’s delivery the following: (a) Landlord shall be entitled to keep this Lease in full force and effect and Landlord may enforce all of its rights and remedies under this Lease, including the right to recover rent and other sums as they become due, plus interest at the highest rate then allowed by law, from the due date of each installment of rent or other sum until paid; or (b) Landlord may terminate Tenant's right to possession by giving Tenant of written notice of such default termination, whereupon this Lease and all of Tenant's rights in the Premises shall terminate. Any termination under this Section 20.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord paragraph shall not exercise its release Tenant from the payment of any sum then due Landlord or from any claim for damages or rent accrued. Exercise by Landlord of any one or more remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same hereunder granted or otherwise available shall not be deemed to be a “Default” for purposes an acceptance of surrender of the Demised Premises by Tenant, whether by agreement or by operation of law, it being understood that such surrender can be effected only by the written agreement of Landlord and Tenant. Section 12.02. Upon any such termination of this Lease or Tenant's right to possession of the Demised Premises or upon expiration of this Lease, Tenant shall peaceably quit and surrender the Demised Premises to Landlord, and Landlord may without further notice enter upon, re-enter, possess and repossess itself thereof, by force summary proceedings, ejectment or otherwise, and may dispossess and remove Tenant and all other persons and property from the Demised Premised and may have, hold and enjoy the Demised Premises and the right to receive all rental and other income of and from the same. Section 12.03. In the event Landlord exercises the remedies grant pursuant to Section 12.01(b), Landlord may recover from Tenant all damages incurred by Landlord by reason of Tenant's default, including, but not limited to: (i) the cost of recovering possession of the Premises: (ii) expenses of reletting, including necessary renovation and alteration of the Premises; (iii) reasonable attorneys' fees, any real estate commissions actually paid and that portion of any leasing commission paid by Landlord applicable to the unexpired term of this Lease; (civ) the occurrence worth at the time of a default under any or all award of the leases scheduled on Exhibit D unpaid rent which had been earned at the time of termination; and (“Other Leases”), which default under one or more of v) any other amount necessary to compensate Landlord for all the Other Leases is not cured on a timely basis, pursuant detriment proximately caused by Tenant's failure to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default perform Tenant's obligations under this Lease; and (d) Guarantor defaults under any , or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided which in the Guaranty (each, a “Guaranty Default”); upon the occurrence ordinary course of any Guaranty Default, there shall things would be no notice required likely to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leaseresult therefrom.

Default Provisions. In addition to any Default arising under Section 20.1 above, each Each of the following shall constitute a Default------------------- default by Tenant under this Lease: (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten (10) five days after written notice from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) five day period in which to cure any such failure; or (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s 's delivery to Tenant of written notice of such default under this Section 20.2(b21.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, then Landlord shall not exercise its remedies under Section 21 22 unless such default remains uncured for more than 270 60 days after the initial delivery of Landlord’s 's original default notice and same shall not be deemed to be a “Default” for purposes of this Leasenotice; or (c) Tenant vacates or abandons the occurrence of a default under any or all of Premises during the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this LeaseTerm.

Default Provisions. In addition to any Default arising under Section 20.1 21.1 above, each of the following shall constitute a Default: (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten five (105) days after written notice from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 twelve (12) month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) five day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 thirty (30) days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b21.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 thirty (30) day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 thirty (30) day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, then Landlord shall not exercise its remedies under Section 21 22 unless such default remains uncured for more than 270 ninety (90) days after the initial delivery of Landlord’s original default notice notice; and, at Landlord’s election, and same shall not be deemed to be a “Default” for purposes of this Lease; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there it shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence an automatic Event of an Other Lease Default shall immediately constitute a Default under this Lease; Lease (for which no notice or cure period shall be required) in the event that (i) Tenant transfers all of some portion of its assets to another party, regardless of a.) the nature of the assets and b.) whether that transferee is an affiliate of Tenant or an unrelated third party, and (dii) Guarantor defaults under any as a result (directly or all indirectly) of its such transfer, Tenant no longer has sufficient assets to permit Tenant to timely and fully satisfy the obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default monetary or otherwise) imposed on it under this Lease. 22.

Default Provisions. In addition to any Default arising under Section 20.1 above, each (a) Any of the following occurrences or acts shall constitute a Defaultan Event of Default under this Lease: (i) If Tenant shall: (a1) if Tenant fails fail to pay any Base Rent, Additional Rent or other sum within five (5) business days of the date such payment is required to be paid by Tenant hereunder, provided that not more than twice per calendar year, Landlord shall provide Tenant with written notice of its failure to make such payments and an additional five (5) days to cure; or (2) fail to observe or perform any other payment when due hereunder within ten provision hereof and such nonmonetary failure shall continue for thirty (1030) days after written notice to Tenant of such failure (provided, that, in the case of any such failure which cannot be cured by the payment of money and cannot with diligence be cured within such 30-day period, if Tenant shall promptly commence to cure the same and thereafter prosecute the curing thereof with diligence, the time within which such failure may be cured shall be extended for such period not to exceed ninety (90) days as is necessary to complete the curing thereof with diligence); (ii) If any representation or warranty of Tenant set forth herein or in any certificate provided by Tenant pursuant to this Lease, shall prove to be incorrect in any material adverse respect as of the time when the same shall have been made in a way adverse to Landlord and Landlord shall suffer a loss or detriment as a result thereof, including, without limitation, the taking of any action (including, without limitation, the demise of the Premises to Tenant herein) in reliance upon such representation or warranty and, in each case, the facts shall not be conformed to the representation and warranty as soon as practicable in the circumstances (but in no event to exceed thirty (30) days) after written notice to Tenant from Landlord of such inaccuracy and Landlord restored to the position it would have enjoyed had such representation or warranty been accurate at the time it was made; (iii) If Tenant shall file a petition in bankruptcy or for reorganization or for an arrangement pursuant to any federal or state law or shall be adjudicated a bankrupt or become insolvent or shall make an assignment for the benefit of creditors, or if a petition proposing the adjudication of Tenant as a bankrupt or its reorganization pursuant to any federal or state bankruptcy law or any similar federal or state law shall be filed in any court and Tenant shall consent to or acquiesce in the filing thereof or such petition shall not be discharged or denied within sixty (60) days after the filing thereof; (iv) If a receiver, trustee or conservator of Tenant, or of all or substantially all of the assets of Tenant, or of the Premises or Tenant’s estate therein shall be appointed in any proceeding brought by or against Tenant, or if any such receiver, trustee or conservator shall be appointed in any proceeding brought against Tenant and shall not be discharged within sixty (60) days after such appointment, or if Tenant shall consent to or acquiesce in such appointment; or (v) If the Premises shall not be maintained or secured in the manner required hereunder for a period of thirty (30) consecutive days. (b) If an Event of Default shall have occurred and be continuing beyond the applicable cure period, if any, Landlord shall have the right to give Tenant notice of Landlord’s termination of the Lease Term. Upon the giving of such notice, the Lease Term and the estate hereby granted shall expire and terminate on such date as fully and completely and with the same effect as if such date were the date herein fixed for the expiration of the Lease Term, and all rights of Tenant hereunder shall expire and terminate, but Tenant shall remain liable as hereinafter provided. (c) If an Event of Default shall have occurred and be continuing, Landlord shall have the immediate right, whether or not the Lease Term shall have been terminated pursuant to subsection 12.01(b), to reenter and repossess the Premises and the right to remove all persons and property therefrom by summary proceedings, ejectment or any other legal action or in any lawful manner Landlord determines to be necessary or desirable. Landlord shall be under no liability by reason of any such reentry, repossession or removal. No such reentry, repossession or removal shall be construed as an election by Landlord to terminate the Lease Term unless a notice of such termination is given to Tenant pursuant to subsection 12.01(b) or unless such termination is decreed by a court. (d) At any time or from time to time after a reentry, repossession or removal pursuant to subsection 12.01(c), whether or not the Lease Term shall have been terminated pursuant to subsection 12.01(b) Landlord may relet the Premises for the account of Tenant, in the name of Tenant or Landlord or otherwise, without notice to Tenant, for such term or terms and on such conditions and for such uses as Landlord, in its absolute discretion, may determine. Landlord may collect any rents payable by reason of such reletting. Landlord shall not be liable for any failure to relet the Premises or for any failure to collect any rent due upon any such reletting. (e) No expiration or termination of the Lease Term pursuant to subsection 12.01(b), by operation of law or otherwise, and no reentry, repossession or removal pursuant to subsection 12.01(c) or otherwise, and no reletting of the Premises pursuant to subsection 12.01(d) or otherwise, shall relieve Tenant of its liabilities and obligations hereunder, all of which shall survive such expiration, termination, reentry, repossession, removal or reletting. (f) In the event of any expiration or termination of the Lease Term or reentry or repossession of the Premises or removal of persons or property therefrom by reason of the occurrence of an Event of Default, Tenant shall pay on to Landlord all Base Rent, Additional Rent and other sums required to be paid by Tenant, in each case to and including the due date; provideddate of such expiration, howevertermination, that if in any consecutive 12 month periodreentry, repossession or removal, and, thereafter, Tenant shall, on two until the end of what would have been the Lease Term in the absence of such expiration, termination, reentry, repossession or removal and whether or not the Premises shall have been relet, be liable to Landlord for, and shall pay to Landlord, as liquidated and agreed current damages: (2i) separate occasionsall Base Rent, fail all additional rent and other sums which would be payable under this Lease by Tenant in the absence of any such expiration, termination, reentry, repossession or removal, together with all expenses of Landlord in connection with such reletting (including, without limitation, all repossession costs, brokerage commissions, reasonable attorneys’ fees and expenses (including, without limitation, fees and expenses of appellate proceedings), employee’s expenses, alteration costs and expenses of necessary preparation for such reletting), less (ii) the net proceeds, if any, of any reletting effected for the account of Tenant pursuant to subsection 12.01(d). Tenant shall pay any installment of Rent such liquidated and agreed current damages on the date dates on which rent would be payable under this Lease in the absence of such installment of Rent is dueexpiration, thentermination, on reentry, repossession or removal, and Landlord shall be entitled to recover the third such occasion and same from Tenant on each occasion thereafter on which Tenant such date. (g) At any time after any such expiration or termination of the Lease Term or reentry or repossession of the Premises or removal of persons or property therefrom by reason of the occurrence of an Event of Default, whether or not Landlord shall fail have collected any liquidated and agreed current damages pursuant to pay an installment of Rent on the date such installment of Rent is duesubsection 12.01(f), Landlord shall be relieved entitled to recover from any obligation to provide notice to Tenant, and Tenant shall pay to Landlord on demand, as and for liquidated and agreed final damages for Tenant’s default and in lieu of all liquidated and agreed current damages beyond the date of such demand (it being agreed that it would be impracticable or extremely difficult to fix the actual damages), an amount equal to the excess, if any, of (a) the aggregate of all Base Rent, additional rent and other sums which would be payable under this Lease, in each case from the date of such demand (or, if it be earlier, to date to which Tenant shall have satisfied in full its obligations under subsection 12.01(f) to pay liquidated and agreed current damages) for what would be the then no longer have a ten (10) day period unexpired Lease Term in which to cure any the absence of such failure; expiration, termination, reentry, repossession or removal, discounted at the rate of 5% per annum, over (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all the then fair rental value of the obligations imposed on Tenant under this Lease (other Premises, discounted at the rate of 5% per annum for the same period. If any law shall limit the amount of liquidated final damages to less than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completionamount above agreed upon, Landlord shall not exercise be entitled to the maximum amount allowable under such law. (h) If Landlord terminates this Lease or Tenant’s right to possession, Landlord shall use its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of reasonable efforts to mitigate Landlord’s original default notice and same damages. Such mitigation shall be subject to the following: (a) reasonable efforts to mitigate shall not exceed such efforts as Landlord generally uses to lease other space, (b) Landlord will not be deemed to be a “Default” for purposes have failed to mitigate if Landlord leases any other portions of this Lease; the Building before reletting all or any portion of the Premises, (c) Landlord may relet the occurrence Premises for a term greater or lesser than that remaining under the Lease Term, as a part of a default under any larger area, and the right to change the character or all use made of the leases scheduled on Exhibit D (“Other Leases”)Premises, which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all failure to mitigate as described herein with respect to any period of its obligations under that certain Guaranty time shall only reduce the Rent and other amounts to which Landlord is entitled hereunder by the reasonable rental value of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time Premises during such period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Lease.

Default Provisions. In addition Section 9.01. This Lease Agreement is subject to termination if at any Default arising under Section 20.1 above, each time during the term of this Lease Agreement any one or more of the following events (each, an “Event of Default”) shall constitute a Default: occur: (a) if Tenant fails If Lessee files or has filed against it any form of petition or institution of any proceedings under the United States Bankruptcy Code as now existing or as hereafter amended, or shall attempt to pay Rent or shall effect an assignment for the benefit of creditors, or any other payment when due hereunder within ten (10) days after written notice from Landlord proceeding for which a trustee or receiver of all or a substantial part of the property of Lessee shall be appointed by any court, and any such petition or proceeding shall not be set aside or dismissed or the appointment of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two trustee or receiver revoked within one hundred twenty (2120) separate occasions, days; (b) If Lessee shall fail to pay any installment of Rent on the date Lease Fees within five (5) business days after same became due and owing and such installment failure continues for a period of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant ten (10) business days following written notice by Lessor to Lessee; (c) If Lessee shall fail to pay an installment any charges set forth herein other than Lease Fees and such failure continues for a period of Rent on five (5) business days following written notice by Lessor to Lessee; (d) If Lessee shall fail to perform or observe any of the date requirements of this Lease Agreement (other than as set forth in Section 9.01 (b) or (c)) and such installment failure continues for a period of Rent fifteen (15) days following written notice by Lessor to Lessee, unless it is dueimpossible for Lessee to cure its failure to perform within fifteen (15) days as herein provided, Landlord shall be relieved from any obligation to provide and Lessee sets forth the reasons in a written notice to TenantLessee delivered before the expiration of fifteen (15) days following written notice from Lessor to Lessee, and Tenant shall then no longer have a ten (10) day explaining why Lessee’s performance or observation of said requirements is impossible, then, at Lessor’s sole discretion, the period in which to cure any said failure of performance shall be extended an additional fifteen (15) days or for such failureother period as Lessor shall indicate in writing; or (be) except as is otherwise provided below in this Section 20.2If Lessee shall fail, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease following fifteen (other than the obligation to pay Rent15) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); providedby Lessor to Lessee, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences actively and diligently pursues a cure to make and seek approval of such default promptly within appropriate applications for the initial 30 day cure periodissuance of permits, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured lease or other authorizations required for more than 270 days after the initial delivery maintenance and operation of LandlordLessee’s original default notice and same shall not be deemed to be a “Default” for purposes Equipment. Upon the happening of this Lease; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basisaforementioned Events of Default, Lessor may terminate this Lease Agreement. Section 9.02. If this Lease Agreement shall be terminated as set forth in Section 9.01 hereof, Lessee shall vacate the Premises and remove from the Premises all or any of Lessee’s Equipment or any of its other property. Upon expiration of the Term and/or any renewals thereof or any termination other than pursuant to Section 9.01 of this Lease Agreement, Lessee shall have ninety (90) days to remove from the terms Premises all or any of Lessee’s Equipment or any of its other property. In either of the applicable Other Lease(s) aforementioned circumstances, if Lessee does not remove its Equipment in accordance with the time frames mentioned above, Lessor, or Lessor’s agents or servants, may immediately or at any time thereafter remove from the Premises all or any of Lessee’s Equipment or any of its other property, by any suitable action or proceeding at law or by legally permissible force or otherwise, without being liable therefore, and repossess and enjoy and re-lease the Premises, together with all additions, alterations and improvements thereto. In the event that Lessor removes Lessee’s Equipment as provided in this Section 9.02, Lessee shall be liable for the cost of such removal. Once removed by Lessor as herein provided, or at such time as Lessor is entitled to remove Lessee’s Equipment, Lessee’s Equipment shall be deemed abandoned and thereby become the property of Lessor (“Other Lease DefaultEvent of Abandonment”); upon . Lessee shall continue to pay the Monthly Lease Fee, or any portion thereof, until such time as Lessee’s Equipment is removed from the Premises or until the occurrence of an Other Event of Abandonment. Section 9.03. In any case of any such termination, re-entry or dispossession, the Lease Default, there shall be no notice Fees and all other charges required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default paid by Lessee under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails Lease Agreement shall thereupon immediately become due up to cure same within the time periodof such termination, if anyincluding reasonable costs incurred. In no event, provided in however, shall Lessee be relived of liability or damages suffered by Lessor resulting from Lessee’s wrongful default and termination of this Lease Agreement prior to completion of the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leasedesignated term thereof.

Default Provisions. In addition to any Default arising under Section 20.1 above, each (a) Events of Default. Each of the following events shall constitute a be deemed to be, ----------------- and is referred to in this Lease as, an "Event of Default: ": (a1) if A default by Tenant fails to pay in making any payment of Basic Rent or any other Additional Charges on the day such payment when is due hereunder within ten and payable, which default continues for more than five (105) days after Landlord shall have given Tenant a written notice from specifying such default; or (2) If, within any period of six (6) consecutive months, Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on shall have given two (2) separate occasionswritten notices of default to Tenant pursuant to paragraph (1), fail to pay a further default by Tenant occurs, within the six (6) month period after the giving of the second such notice, in making any installment payment of Basic Rent or Additional Charges on the date such installment payment is due and payable which continues for more than five (5) days; or (3) The neglect or failure of Rent is dueTenant to perform or observe any of the terms, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below covenants or conditions contained in this Section 20.2, if Tenant fails, whether by action Lease on Tenant's part to be performed or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease observed (other than the obligation those referred to pay Rentin paragraphs (1) for a period of 30 above and (4) and (5) below) which is not remedied by Tenant (i) within thirty (30) days after Landlord’s delivery Landlord shall have given to Tenant notice specifying such neglect or failure, or (ii) in the case of written notice of any such default under this Section 20.2(b); provided, however, that if the default neglect or failure which cannot, by its nature, not with due diligence and in good faith be cured within thirty (30) days, within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Lease; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time additional period, if any, as may be reasonably required to cure such default with due diligence and in good faith, provided that Tenant commences the curing of the same within the thirty (30) day period (it being intended that, in connection with any such default which is not susceptible of being cured with due diligence and in good faith within thirty (30) days, the Guaranty (each, a “Guaranty Default”time within which Tenant is required to cure such default shall be extended For such additional period as may be necessary for the curing thereof with due diligence and in good faith); or (4) The assignment, transfer, mortgaging or encumbering of this Lease or the subletting of the Leased premises in a manner not permitted by Section 15; or (5) The taking of this Lease or the Leased Premises, or any part thereof, upon execution or by other process of law directed against Tenant, or upon or subject to any attachment at the occurrence instance of any Guaranty Defaultcreditor of or claimant against Tenant, there which execution or attachment shall not be no notice required discharged or disposed of within sixty (60) days after the levy thereof; or (6) The abandonment of the Leased Premises by Tenant and failure by Tenant to be delivered pay the Basic Rent and the Additional Charges hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Lease.

Default Provisions. In addition to any Default arising under Section 20.1 above, each (a) Any of the following occurrences or acts shall constitute a an event of default (herein called an "Event of Default: ") under this Lease: (ai) if If Tenant, from and after the commencement of the Term and during the continuance of this Lease (and regardless of the pendency of any bankruptcy, reorganization, receivership, insolvency or other proceedings, at law, in equity, or before any administrative tribunal, which have or might have the effect of preventing Tenant fails from complying with the terms of this Lease), shall (A) fail to pay Rent or make any other payment when due hereunder within ten of Basic Rent and such failure continues for five (105) days after written notice from Landlord to Tenant thereof, (B) fail to make any payment when due of Additional Rent and such failure continues for fifteen (15) days following receipt of written notice to Tenant thereof, (C) fail to maintain any insurance required under this Lease in any material respect, or (D) fail to observe or perform any other provision hereof for thirty (30) days after written notice to Tenant of such failure to pay on the due date; has been given, provided, however, that if in the case of any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail default referred to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all Lease which is reasonably susceptible of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if the default cure but cannot, by its nature, not with diligence be cured within such 30 thirty (30) day period (other than by the payment of money which can be cured within such thirty (30) day period), then, upon receipt by Landlord of a certificate of Tenant signed by an officer of Tenant stating the reason such default cannot be cured within thirty (30) days, describing the efforts being undertaken by Tenant to cure such default and reasonably estimating the cure period, and provided that Tenant at all times proceeds with good faith due diligence to cure such default, the time within which such failure may be cured shall be extended for such period as may be necessary to complete the curing of the same with continuous, good faith due diligence (provided further that Tenant shall provide Landlord with an update of such original certificate, signed by an officer of Tenant, no less frequently than monthly, which update shall include a reasonably detailed description of what Tenant is continuing to do and what Tenant has then accomplished, and a reasonable estimate of how long it will take to complete the cure), but in no event shall the allowable cure period exceed one hundred eighty (180) days; or (ii) If any representation or warranty of Tenant set forth in the Participation and Loan Agreement or this Lease, or in any certificate or other instrument delivered in connection with the requirements of this Lease, shall prove to be incorrect in any material respect as of the time when the same shall have been made and as of the time when the incorrectness shall be discovered and if reasonably susceptible of cure shall not have been cured within thirty (30) days after receipt of written notice to Tenant thereof, provided that, upon receipt by Landlord of a certificate of Tenant signed by an officer of Tenant stating the reason such incorrectness has not been cured within such thirty (30) day period, but describing the efforts being undertaken by Tenant commences and diligently pursues a to cure of such default promptly within and reasonably estimating the initial 30 day cure period, thenand provided that Tenant at all times proceeds with good faith due diligence to cure such default, the time within which such incorrectness may be cured shall be extended for such period as long as may be necessary to complete the curing of the same with continuous, good faith due diligence (provided further that Tenant continues to diligently pursue shall provide Landlord with an update of such a cure to completionoriginal certificate, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery signed by an officer of Tenant, upon Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Lease; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”)request, which default update shall include a reasonably detailed description of what Tenant is continuing to do and what Tenant has then accomplished, and a reasonable estimate of how long it will take to complete the cure) but in no event shall the allowable cure period exceed one hundred eighty (180) days; or (iii) If Tenant shall file a petition commencing a voluntary case under one the Federal Bankruptcy Code or more any other federal or state law (as now or hereafter in effect) relating to bankruptcy, insolvency, reorganization, winding-up or adjustment of the Other Leases is not cured on debts (hereinafter singly a timely basis, pursuant "Bankruptcy Law” and collectively "Bankruptcy Laws") or if Tenant shall (A) apply for or consent to the terms appointment of, or the taking of the applicable Other Lease(s) possession by, any receiver, custodian, trustee, United States Trustee or liquidator (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Lease.other similar

Default Provisions. In addition to any Default arising under Section 20.1 above, each Each of the following shall constitute a Defaultdefault by Tenant under this Lease: (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten five (105) days after written notice from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) three day period in which to cure any such failure; or (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b21.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, then Landlord shall not exercise its remedies under Section 21 22 unless such default remains uncured for more than 270 75 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Leasenotice; or (c) Tenant vacates or abandons the occurrence of a default under any or all of Premises during the leases scheduled on Exhibit D Term. Notwithstanding the immediately preceding item (“Other Leases”c), which default under one or more of Tenant shall be permitted to vacate the Other Leases is not cured on a timely basisPremises so long as Tenant continues to pay Rent, pursuant to and maintains and secures the Premises in accordance with the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Leaseconditions set forth herein.