Common use of Default Termination Clause in Contracts

Default Termination. The following shall be considered events of “Default” by You: • Failure to make timely payment of any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured within ten (10) days of written notice; • Failure to comply with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying the nature of the breach. If the Content records reside on HSI’s Platform then, within ninety (90) days of termination or expiration of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will have the right to delete all, training records related to the expired or terminated Agreement and HSI will have no further obligation to make such data available to You.

Default Termination. The Any material failure by Manager or Owner (a "Defaulting Party") to perform its respective duties or obligations hereunder (other than a default by Owner under Section 4 of this Agreement), which material failure is not cured within thirty (30) calendar days after receipt of written notice of such failure from the non-defaulting party, shall constitute an event of default hereunder; provided, however, the foregoing shall not constitute an event of default hereunder in the event the Defaulting Party commences cure of such material failure within such thirty (30) day period and diligently prosecutes the cure of such material failure thereafter but in no event shall such extended cure period exceed ninety (90) days from the date of receipt by the non-defaulting party of written notice of such material default; provided further, however, that in the event such material failure constitutes a default under the terms of the Loan Documents and the cure period for such matter under the Loan Documents is shorter than the cure period specified herein, the cure period specified herein shall automatically shorten such that it shall match the cure period for such matter as specified under the Loan Documents. In addition, following notice to Manager of the existence of any such material failure by Manager, Owner shall have the right to cure any such material failure by Manager, and any sums so expended in curing shall be considered events of “Default” owed by You: • Failure Manager to make timely payment of such curing party and may be offset against any amounts owing sums owed to Manager under this Agreement. Any material failure by Owner to perform its duties or obligations under Section 6 of this Agreement and/or the Order Form4, if which material failure is not cured within ten (10) calendar days after receipt of written notice; • Failure notice of such failure from Manager, shall constitute an event of default hereunder. Subject to comply with any the terms of the use restrictions set forth in Section 2Loan Documents, if either party hereto shall have the right to terminate this Agreement, with or without cause, by giving not cured within ten less than ninety (1090) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon days' written notice to you. In the event of a Default by the Licenseeother party hereto, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the futurepursuant to Section 14 hereof. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI (x) Manager shall promptly return to Owner all monies, books, records and other materials held by Manager for or its Related Parties may suffer irreparable injury and, accordingly, HSI on behalf of Owner and shall therefore otherwise cooperate with Owner to promote and ensure a smooth transition to the new manager and (y) Manager shall be entitled to seek injunctive or other equitable reliefreceive its Management Fee and reimbursement of expenses through the effective date of such termination, without posting including the reimbursement of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of prepaid expenses for periods beyond the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying the nature of the breach. If the Content records reside on HSI’s Platform then, within ninety (90) days date of termination or expiration of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will have the right to delete all, training records related to the expired or terminated Agreement and HSI will have no further obligation to make such data available to Youas Yellow Pages advertising).

Default Termination. The following shall be considered events of “Default” by You: • Failure to make timely payment of any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured within ten (10) days of written notice; • Failure to comply with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use A party may deliver to the other party a written "Notice of Default" for: (i) failing to make any payment owed hereunder, when no bona fide dispute exists (a "Monetary Default"); or (ii) the Contentbreaching by either party or its agents, and assigns or affiliates of any Material Provision; or (biii) promptlythe filing or initiating of proceedings by or against a party seeking liquidation, but reorganization or other such relief under any federal or state bankruptcy or insolvency law (a "Bankruptcy Proceeding"). Such Notice of Default must prominently contain the following sentences in no case more than capital letters: "THIS IS A FORMAL NOTICE OF A BREACH OF CONTRACT. FAILURE TO CURE SUCH BREACH WILL HAVE SIGNIFICANT LEGAL CONSEQUENCES." A party that has received a Notice of Default shall have five (5) business daysdays to cure a Monetary Default, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying to cure the nature alleged breach of any other Material Provision (other than Section 15.8(a) or the Standstill Agreement, which shall be required to be cured upon demand by PSINet, PROVIDED, HOWEVER, that IXC Communications, Inc. and/or IXC shall have five (5) business days to cure a nonintentional breach of clause (vi) of Section 15.8(a) or clause (vi) of Section 2 of the breach. If Standstill Agreement) and, if the Content records reside on HSI’s Platform thendefaulting party shall have commenced actions in good faith to cure such defaults which are not susceptible of being cured during such 30-day period, within such period shall be extended (but not in excess of 90 additional days) while such party continues such actions to cure, and shall be given ninety (90) days to remove, have dismissed or stay any involuntary Bankruptcy Proceeding (each such cure period, a "Cure Period"). If such party fails to cure the breach within the applicable Cure Period or, in the case of termination Section 15.8(a) (other than clause (vi) thereof) or expiration the Standstill Agreement (other than clause (vi) of the AgreementSection 2 thereof), upon demand by PSINet, as long as such default shall be continuing, the Licensee may print, or request that HSI print, one final report of the training records for recordnon-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will defaulting party shall have the right to delete alleither (a) suspend its performance or payment obligations under this Agreement and/or any of the Transaction Documents (other than obligations under Section 15.8(a) and the Standstill Agreement), training records related (b) seek an order of specific performance or, in the case of a breach of Section 15.8(a) or the Standstill Agreement, specific performance, injunctive relief or other equitable remedy, and/or (c) seek the award of compensatory damages. Notwithstanding anything herein to the expired contrary, in no event, shall IXC have the right to terminate, modify or terminated Agreement otherwise affect its grant to PSINet of, or PSINet's right, title and HSI interest in, the IRU Capacity and the PSINet Fiber IRU, PROVIDED, HOWEVER, that, during the continuance of any breach (as determined by an arbitration pursuant to Section 19.14) by PSINet of a Material Provision, IXC shall have the rights set forth in the preceding sentence with respect to matters other than those affecting PSINet's right, title or interest in the IRU capacity or the PSINet Fiber IRU; such IXC rights to include, without limitation, the right to disconnect PSINet's access, and to suspend performance of its obligations hereunder to allow PSINet access, to IXC's POPs, the IXC Fibers, electronics, and optronics (whether by way of direct connection, interconnection, or other means), and the right to suspend maintenance. In the event IXC does not allow PSINet access to IXC's POPs as set forth in the preceding sentence, IXC will have no further obligation allow PSINet, upon reasonable notice, to make such data available remove PSINet's equipment and any equipment leased to YouPSINet or provided by a third party to PSINet from the POPs.

Default Termination. The following shall be considered events of “Default” by You: • Failure to make timely payment of any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured within ten (10) days of written notice; • Failure to comply with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use A party may deliver to the other party a written "Notice of Default" for: (i) failing to make any payment owed hereunder, when no bona fide dispute exists (a "Monetary Default"); or (ii) the Contentbreaching by either party or its agents, and assigns or affiliates of any Material Provision; or (biii) promptlythe filing or initiating of proceedings by or against a party seeking liquidation, but reorganization or other such relief under any federal or state bankruptcy or insolvency law (a "Bankruptcy Proceeding"). Such Notice of Default must prominently contain the following sentences in no case more than capital letters: "THIS IS A FORMAL NOTICE OF A BREACH OF CONTRACT. FAILURE TO CURE SUCH BREACH WILL HAVE SIGNIFICANT LEGAL CONSEQUENCES." A party that has received a Notice of Default shall have five (5) business daysdays to cure a Monetary Default, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying to cure the nature alleged breach of any other Material Provision (other than Section 15.8(a) or the Standstill Agreement, which shall be required to be cured upon demand by PSINet, provided, however, that IXC Communications, Inc. and/or IXC shall have five (5) business days to cure a nonintentional breach of clause (vi) of Section 15.8(a) or clause (vi) of Section 2 of the breach. If Standstill Agreement) and, if the Content records reside on HSI’s Platform thendefaulting party shall have commenced actions in good faith to cure such defaults which are not susceptible of being cured during such 30-day period, within such period shall be extended (but not in excess of 90 additional days) while such party continues such actions to cure, and shall be given ninety (90) days to remove, have dismissed or stay any involuntary Bankruptcy Proceeding (each such cure period, a "Cure Period"). If such party fails to cure the breach within the applicable Cure Period or, in the case of termination Section 15.8(a) (other than clause (vi) thereof) or expiration the Standstill Agreement (other than clause (vi) of the AgreementSection 2 thereof), upon demand by PSINet, as long as such default shall be continuing, the Licensee may print, or request that HSI print, one final report of the training records for recordnon-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will defaulting party shall have the right to delete alleither (a) suspend its performance or payment obligations under this Agreement and/or any of the Transaction Documents (other than obligations under Section 15.8(a) and the Standstill Agreement), training records related (b) seek an order of specific performance or, in the case of a breach of Section 15.8(a) or the Standstill Agreement, specific performance, injunctive relief or other equitable remedy, and/or (c) seek the award of compensatory damages. Notwithstanding anything herein to the expired contrary, in no event, shall IXC have the right to terminate, modify or terminated Agreement otherwise affect its grant to PSINet of, or PSINet's right, title and HSI interest in, the IRU Capacity and the PSINet Fiber IRU, provided, however, that, during the continuance of any breach (as determined by an arbitration pursuant to Section 19.14) by PSINet of a Material Provision, IXC shall have the rights set forth in the preceding sentence with respect to matters other than those affecting PSINet's right, title or interest in the IRU capacity or the PSINet Fiber IRU; such IXC rights to include, without limitation, the right to disconnect PSINet's access, and to suspend performance of its obligations hereunder to allow PSINet access, to IXC's POPs, the IXC Fibers, electronics, and optronics (whether by way of direct connection, interconnection, or other means), and the right to suspend maintenance. In the event IXC does not allow PSINet access to IXC's POPs as set forth in the preceding sentence, IXC will have no further obligation allow PSINet, upon reasonable notice, to make such data available remove PSINet's equipment and any equipment leased to YouPSINet or provided by a third party to PSINet from the POPs.

Default Termination. The following If, at the Time of Delivery, any one or more of the Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be considered events obligated severally in the proportions that the principal amount of “Default” Securities set forth opposite their respective names in Schedule I bears to the principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Securities that any Underwriter has agreed to purchase pursuant to Section 2 be increased pursuant to this Section 8 by You: • Failure an amount in excess of one-ninth of such principal amount of Securities without the written consent of such Underwriter. If, at the Time of Delivery any Underwriter or Underwriters shall fail or refuse to make timely payment purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to you and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any amounts owing under Section 6 of this Agreement and/or non-defaulting Underwriter or the Order Form, if not cured within ten (10) days of written notice; • Failure to comply with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereofCompany. In any such case either you or the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI Company shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying the nature of the breach. If the Content records reside on HSI’s Platform then, within ninety (90) days of termination or expiration of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will have the right to delete allpostpone the Time of Delivery but in no event for longer than seven days, training records related to in order that the expired required changes, if any, in the Registration Statement and in the Final Prospectus or terminated Agreement and HSI will have no further obligation to make in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such data available to YouUnderwriter under this Agreement.

Default Termination. The following a. This Lease is made on the condition that if the Tenant shall be considered events of “Default” by You: • Failure fail to make timely payment of pay any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured rent or any other monetary obligation to Landlord within ten five (105) days of its due date, or fail to perform any other obligation to Landlord within thirty (30) days after written notice; • Failure notice thereof, or in case of an obligation that cannot with due diligence be cured within said thirty (30) day period, fail to proceed within said thirty (30) day period to commence to cure the same and thereafter to prosecute the performance of such obligation with due diligence and within a period of time that under all prevailing circumstances shall be reasonable or if Tenant shall violate or fail to comply with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions terms or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI Lease and such failure to comply or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving Lease shall reoccur or continue after written notice of such violation from Landlord, or if the estate hereby created shall be taken on execution or other process of law, or if Tenant shall be declared bankrupt or insolvent according to HSI of a material breach of a material term of this Agreement law, or Order Form by HSI if Tenant shall file bankruptcy, or if an involuntary bankruptcy shall be filed against Tenant which remains uncured shall not be dismissed within thirty (30) days after HSI receives written notice specifying days, or if the nature Tenant shall hold over at the termination of the breach. If the Content records reside on HSI’s Platform thenLease as herein provided, within ninety (90) days then and in any of termination said cases, notwithstanding any license or expiration any former breach of the Agreementcovenants or waiver or consent in former instances, the Licensee may printLandlord lawfully may, in addition to and not in derogation of any remedies for breach of covenant, immediately or request that HSI printat any time thereafter, one final report without prior demand or prior notice whatsoever, (a) terminate this Lease by notice in writing which termination shall be effective immediately or at Landlord’s election on a date stated in said notice; (b) with or without process of law, enter into and upon the training records for record-keeping leased Premises or any part thereof and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will have repossess the right to delete all, training records related to the expired or terminated Agreement and HSI will have no further obligation to make such data available to You.same; and

Default Termination. The following If at any time during the term hereof (i) Lessee shall be considered events of “Default” by You: • Failure to make timely default in the payment of any amounts owing Rent or of any other sum of money whatsoever which Lessee shall be obligated to pay under Section 6 of this Agreement and/or the Order Form, if not cured within provisions hereof for ten (10) days after written notice and demand, or (ii) Lessee shall default in the performance or observance of written notice; • Failure to comply with any of the use restrictions set forth in Section 2other terms, if not cured within ten (10) days of written notice; provided howevercovenants, that there shall be no cure period conditions or agreements hereof for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying the nature of the breach. If the Content records reside on HSI’s Platform then, within ninety (90) days of termination or expiration of the Agreement, the Licensee may printand demand for cure, or request if such default shall be of such a nature that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety same cannot practicably be cured within said thirty (9030) day period, HSI will Lessee shall not within said thirty (30) day period commence with due diligence and dispatch to cure and perform such defaulted term, covenant, condition or agreement, or Lessee shall within said thirty (30) day period commence with due diligence and dispatch to cure and perform such defaulted term, covenant, condition or agreement but shall thereafter fail or neglect to prosecute and complete with due diligence and dispatch the curing and performance of such defaulted term, covenant, condition or agreement, or (iii) the taking, commencement or institution of any action or proceeding, including fast track proceedings, by any state or federal authority having jurisdiction over the Demised Premises as a health care facility to terminate or revoke any license certification of Lessee of which Lessor is not immediately notified or which is not resolved within fifteen (15) days for fast track proceedings or thirty (30) days for any other action or proceeding, or (iv) the receipt by Lessee of a Level A deficiency on any licensure inspection or survey of the Demised Premises which is not resolved within a period of twenty (20) days; THEN AND IN ANY SUCH CASE, if such default shall be continuing, Lessor, at Lessor's option, may elect (1) to terminate this Lease at any time by giving ten (10) days notice in writing to Lessee, electing to terminate this Lease, and the term hereof shall expire by limitation at the expiration of said ten (10) days notice as fully and completely as if said date were the date herein originally fixed for the expiration of the term hereof, and Lessee shall thereupon quit and peacefully surrender the Demised Premises to Lessor, without any payment therefor by Lessor, and Lessor, upon the expiration of said ten (10) days notice, or at any time thereafter may re-enter and remove all persons and property therefrom, either by summary proceedings or by any suitable action or proceeding at law, or by force or otherwise, without being liable to indictment, prosecution or damages therefor, and may have, hold and enjoy the Demised Premises. If Lessor shall obtain possession of the Demised Premises by reason of or following any default of Lessee, then Lessee shall pay to Lessor on demand all reasonable expenses incurred by Lessor in obtaining possession and in altering, repairing and putting the Demised Premises in good order and condition, and in reletting the same, including reasonable fees of architects, attorneys and agents, and any other reasonable expenses and commissions and Lessee further agrees to pay to Lessor upon the rent days specified herein in each month following any termination hereof by reason of a default of Lessee hereunder, until the end of the period which would have no obligation to maintain constituted the Term hereof (whether or not Lessor shall have terminated this Lease), the Rent and all other sums of money whatsoever which would have been payable by Lessee during such period, deducting only the net amount of rent, if any, which Lessor shall actually receive (after deducting therefrom all reasonable expenses and will costs of operation and maintenance of the Demised Premises) from and by any reletting of the Demised Premises, and Lessee hereby agrees to be and remain liable for all sums aforesaid as well as for any deficiency therein. Lessor shall have the right from time to delete alltime to bring and maintain successive actions or other legal proceedings against Lessee for the recovery of such amounts, training records related which liability it is expressly covenanted shall survive the issuance of any warrant of dispossess or other court process. Nothing herein contained shall be deemed to require Lessor to wait to bring any such action or other legal proceedings until the date when this Lease would have expired had there been no such default by Lessee. In reletting the Demised Premises as aforesaid, Lessor may make leases and lettings of the whole or less than the whole of the same, for a term or terms greater or less than the term hereof, and for a rental or rentals and upon such terms, covenants, conditions, agreements and provisions as Lessor may elect in its sole discretion. In addition to the expired right of Lessor to cancel the Agreement as provided in this Section, and without waiver of such right, Lessor may xxx Lessee for damages for noncompliance with any covenant, agreement or terminated warranty contained in this Agreement or for nonpayment of any sum required to be paid by Lessee to Lessor or for specific performance of any covenant of this Agreement. The waiver of any one Event of Default shall not be construed as the waiver of any other Event of Default. Upon the occurrence of a default by Lessee under this Agreement, Lessor shall have the absolute right, at any time without notice to have a receiver appointed to take possession of the Demised Premises, collect the rents, issues, profits, patient contract accounts, Medicare and HSI will have no further obligation Medicaid payments, accounts receivable and all other payments or obligations owing to make Lessee with respect to the Demised Premises, and apply the same against Lessee's obligations hereunder. Neither the filing of a petition for the appointment of a receiver nor the appointment itself shall constitute an election by Lessor to terminate this Agreement. No receipt of moneys by Lessor from Lessee after a termination hereof by Lessor shall reinstate, continue or extend the Term hereof or affect any notice theretofore given to Lessee, or operate as a waiver of the right of Lessor to enforce the payment of rent when due or thereafter falling due, it being agreed that after the commencement of suit for possession of the Demised Premises, or after final order or judgment for possession of the Demised Premises, Lessor may demand, receive and collect any moneys due or thereafter falling due without in any manner affecting such data available to Yousuit, order or judgment; all such monies collected being deemed payments on account of the use and occupation of the Demised Premises or, at the election of Lessor, on account of Lessee's liability hereunder. Lessor shall have, receive and enjoy, as Lessor's sole and absolute property, any and all sums collected by Lessor as rent or otherwise upon reletting the Demised Premises after Lessor shall resume possession thereof as hereinbefore provided, including, without limitation upon the generality of the foregoing, any amounts by which the sum or sums collected exceed the continuing liability of Lessee hereunder.

Default Termination. The following shall be considered events 12.1 If there is a material default by either party in the performance of “Default” by You: • Failure to make timely payment of any amounts owing under Section 6 the terms and conditions of this Agreement and/or the Order FormAgreement, if not cured within and such default shall continue for a period of ten (10) days (for undisputed monetary defaults) or thirty (30) days (for non-monetary defaults), as applicable, after receipt by the defaulting party of written notice; • Failure to comply with any notice thereof from the non-defaulting party (setting forth in detail the nature of such default), then this Agreement shall upon the written election of the use restrictions non-defaulting party terminate on the 30th day for undisputed monetary defaults or 60th day for non-monetary defaults, as applicable, following the delivery of the written notice. If, however, despite the ongoing commercially reasonable efforts by the defaulting party to cure the default set forth in Section 2the notice, if the default cannot cured be remedied within such ten (10) day or thirty (30) day period, as applicable, such time period shall be extended for an additional period of not more than ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; undisputed monetary defaults and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying for non-monetary defaults, as applicable, so long as the nature defaulting party has notified the non-defaulting party in writing and in detail of its plans to initiate substantive steps to remedy the default and diligently thereafter pursues the same to completion within such additional ten (10) or thirty (30) day period, as applicable. In no event may either party pursue a claim for indirect, consequential, special, incidental or punitive damages resulting from a default under this Agreement. In the event that any material change in any federal, state or local law, statute, operating rule or regulation, or any material change in any operating rule or regulation of the breach. If Card issuer makes the Content records reside on HSI’s Platform thencontinued performance of this Agreement under the then current terms and conditions unduly burdensome, within then either party shall have the right to terminate this Agreement upon ninety (90) days of termination or expiration advance written notice. Such written notice shall include a detailed explanation and evidence of the Agreement, the Licensee may print, or request that HSI print, one final report burden imposed as a result of the training records for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will have the right to delete all, training records related to the expired or terminated Agreement and HSI will have no further obligation to make such data available to Youchange.

Default Termination. The following shall be considered events of “Default” by You: • Failure to make timely payment of any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured within ten (10) days of written notice; • Failure to comply with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use A party may deliver to the other party a written "Notice of Default" for: (i) failing to make any payment owed hereunder, when no bona fide dispute exists (a "Monetary Default"); or (ii) the Contentbreaching by either party or its agents, and assigns or affiliates of any Material Provision; or (biii) promptlythe filing or initiating of proceedings by or against a party seeking liquidation, but reorganization or other such relief under any federal or state bankruptcy or insolvency law (a "Bankruptcy Proceeding"). Such Notice of Default must prominently contain the following sentences in no case more than capital letters: "THIS IS A FORMAL NOTICE OF A BREACH OF CONTRACT. FAILURE TO CURE SUCH BREACH WILL HAVE SIGNIFICANT LEGAL CONSEQUENCES." A party that has received a Notice of Default shall have five (5) business daysdays to cure a Monetary Default, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying to cure the nature alleged breach of any other Material Provision (other than Section 15.8(a) or the Standstill Agreement, which shall be required to be cured upon demand by PSINet, provided, however, that IXC Communications, Inc. and/or IXC shall have five (5) business days to cure a nonintentional breach of clause (vi) of Section 15.8(a) or clause (vi) of Section 2 of the breach. If Standstill Agreement) and, if the Content records reside on HSI’s Platform thendefaulting party shall have commenced actions in good faith to cure such defaults which are not susceptible of being cured during such 30-day period, within such period shall be extended (but not in excess of 90 additional days) while such party continues such actions to cure, and shall be given ninety (90) days to remove, have dismissed or stay any involuntary Bankruptcy Proceeding (each such cure period, a "Cure Period"). If such party fails to cure the breach within the applicable Cure Period or, in the case of termination Section 15.8(a) (other than clause (vi) thereof) or expiration the Standstill Agreement (other than clause (vi) of the AgreementSection 2 thereof), upon demand by PSINet, as long as such default shall be continuing, the Licensee may print, or request that HSI print, one final report of the training records for recordnon-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will defaulting party shall have the right to delete all, training records related to the expired either (a) suspend its performance or terminated Agreement and HSI will have no further obligation to make such data available to You.payment

Default Termination. The following If at any time during the term hereof (i) Lessee shall be considered events of “Default” by You: • Failure to make timely default in the payment of any amounts owing Rent or of any other sum of money whatsoever which Lessee shall be obligated to pay under Section 6 of this Agreement and/or the Order Form, if not cured within provisions hereof for ten (10) days after written notice and demand, or (ii) Lessee shall default in the performance or observance of written notice; • Failure to comply with any of the use restrictions set forth in Section 2other terms, if not cured within ten (10) days of written notice; provided howevercovenants, that there shall be no cure period conditions or agreements hereof for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying the nature of the breach. If the Content records reside on HSI’s Platform then, within ninety (90) days of termination or expiration of the Agreement, the Licensee may printand demand for cure, or request if such default shall be of such a nature that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety same cannot practicably be cured within said thirty (9030) day period, HSI will Lessee shall not within said thirty (30) day period commence with due diligence and dispatch to cure and perform such defaulted term, covenant, condition or agreement, or Lessee shall within said thirty (30) day period commence with due diligence and dispatch to cure and perform such defaulted term, covenant, condition or agreement but shall thereafter fail or neglect to prosecute and complete with due diligence and dispatch the curing and performance of such defaulted term, covenant, condition or agreement, or (iii) the taking, commencement or institution of any action or proceeding, including fast track proceedings, by any state or federal authority having jurisdiction over the Demised Premises as a health care facility to terminate or revoke any license certification of Lessee of which Lessor is not immediately notified or which is not resolved within fifteen (15) days for fast track proceedings or thirty (30) days for any other action or proceeding, or (iv) the receipt by Lessee of a Level A or higher deficiency on any licensure inspection or survey of the Demised Premises which (unless contested in good faith) is not resolved by corrective action plan or otherwise within a period of twenty (20) days (or such longer period as may be permitted by the applicable regulatory agency); THEN AND IN ANY SUCH CASE, if such default shall be continuing, Lessor, at Lessor's option, may elect to terminate this Lease at any time by giving ten (10) days notice in writing to Lessee, electing to terminate this Lease, and the term hereof shall expire by limitation at the expiration of said ten (10) days notice as fully and completely as if said date were the date herein originally fixed for the expiration of the term hereof, and Lessee shall thereupon quit and peacefully surrender the Demised Premises to Lessor, without any payment therefor by Lessor, and Lessor, upon the expiration of said ten (10) days notice, or at any time thereafter may re-enter and remove all persons and property therefrom, either by summary proceedings or by any suitable action or proceeding at law, or by force or otherwise, without being liable to indictment, prosecution or damages therefor, and may have, hold and enjoy the Demised Premises. If Lessor shall obtain possession of the Demised Premises by reason of or following any default of Lessee, then Lessee shall pay to Lessor on demand all reasonable expenses incurred by Lessor in obtaining possession and in altering, repairing and putting the Demised Premises in good order and condition, and in reletting the same, including reasonable fees of architects, attorneys and agents, and any other reasonable expenses and commissions and Lessee further agrees to pay to Lessor upon the rent days specified herein in each month following any termination hereof by reason of a default of Lessee hereunder, until the end of the period which would have no obligation to maintain constituted the Term hereof (whether or not Lessor shall have terminated this Lease), the Rent and all other sums of money whatsoever which would have been payable by Lessee during such period, deducting only the net amount of rent, if any, which Lessor shall actually receive (after deducting therefrom all reasonable expenses and will costs of operation and maintenance of the Demised Premises) from and by any reletting of the Demised Premises, and Lessee hereby agrees to be and remain liable for all sums aforesaid as well as for any deficiency therein. Lessor shall have the right from time to delete alltime to bring and maintain successive actions or other legal proceedings against Lessee for the recovery of such amounts, training records related which liability it is expressly covenanted shall survive the issuance of any warrant of dispossess or other court process. Nothing herein contained shall be deemed to require Lessor to wait to bring any such action or other legal proceedings until the date when this Lease would have expired had there been no such default by Lessee. In reletting the Demised Premises as aforesaid, Lessor may make leases and lettings of the whole or less than the whole of the same, for a term or terms greater or less than the term hereof, and for a rental or rentals and upon such terms, covenants, conditions, agreements and provisions as Lessor may elect in its sole discretion. In addition to the expired right of Lessor to cancel the Agreement as provided in this Section, and without waiver of such right, Lessor may xxx Lessee for damages for noncompliance with any covenant, agreement or terminated warranty contained in this Agreement or for nonpayment of any sum required to be paid by Lessee to Lessor or for specific performance of any covenant of this Agreement. The waiver of any one Event of Default shall not be construed as the waiver of any other Event of Default. Upon the occurrence of a default by Lessee under this Agreement, Lessor shall have the absolute right, at any time without notice to have a receiver appointed to take possession of the Demised Premises, collect the rents, issues, profits, patient contract accounts, Medicare and HSI will have no further obligation Medicaid payments, accounts receivable and all other payments or obligations owing to make Lessee with respect to the Demised Premises, and apply the same against Lessee's obligations hereunder. Neither the filing of a petition for the appointment of a receiver nor the appointment itself shall constitute an election by Lessor to terminate this Agreement. No receipt of moneys by Lessor from Lessee after a termination hereof by Lessor shall reinstate, continue or extend the Term hereof or affect any notice theretofore given to Lessee, or operate as a waiver of the right of Lessor to enforce the payment of rent when due or thereafter falling due, it being agreed that after the commencement of suit for possession of the Demised Premises, or after final order or judgment for possession of the Demised Premises, Lessor may demand, receive and collect any moneys due or thereafter falling due without in any manner affecting such data available to Yousuit, order or judgment; all such monies collected being deemed payments on account of the use and occupation of the Demised Premises or, at the election of Lessor, on account of Lessee's liability hereunder. Lessor shall have, receive and enjoy, as Lessor's sole and absolute property, any and all sums collected by Lessor as rent or otherwise upon reletting the Demised Premises after Lessor shall resume possession thereof as hereinbefore provided, including, without limitation upon the generality of the foregoing, any amounts by which the sum or sums collected exceed the continuing liability of Lessee hereunder.

Default Termination. The following Buyer shall be considered events in default ("Default" or "Event of “Default” by You: • Failure ") hereunder (i) for failure to make all payments due hereunder on a timely payment of any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured within ten basis and such failure continuing for three (103) business days of written notice; • Failure to comply with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon after written notice to you. In the event of a Default by the LicenseeBuyer, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement (ii) for any reasonmaterial violation, Licensee will (a) immediately cease use breach or default of the Contentany non-payment covenant, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, term or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate condition under this Agreement by providing notice, as set forth in Section 4, in advance and the failure of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice Buyer to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured cure such default within thirty (30) days after HSI receives written notice specifying of such default, or (iii) the nature occurrence of an "Event of Default" under the Agreement Relating to Guaranty (as hereinafter defined). Administrator shall be in default hereunder for any material violation, breach or default of any covenant, term or condition under this Agreement or any other agreement between Buyer and Administrator and the failure of Administrator to cure such default within fifteen (15) days after written notice of such default. Either party may terminate this Agreement upon the occurrence and during the continuance of an Event of Default. Upon termination of this Agreement for any reason (other than by Buyer as a result of a default by Administrator) or upon the occurrence of a default by Buyer, then (i) all outstanding invoices of Buyer to Administrator (regardless of the breach. If terms of payment or the Content records reside on HSI’s Platform then, due dates) at all locations must be paid by Buyer to Administrator within ninety five (905) days (or thirty (30) days in the event that this Agreement is terminated by Buyer as a result of termination or expiration a default by Administrator) of the Agreementeffective date of termination, (ii) upon demand by the Licensee may printBank (as hereinafter defined), or request Buyer must immediately pay to the Bank all amounts due and owing on the Note (as hereinafter defined), (iii) Buyer must pay all amounts due and owing to Administrator on the Agreement Relating to Guaranty (as hereinafter defined), and (iv) Buyer acknowledges that HSI print, one final report any of such events shall be an Event of Default under the Note. The Bank shall accelerate and demand payment of the training records for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will have Note upon the right to delete all, training records related to the expired or terminated Agreement and HSI will have no further obligation to make such data available to Youoccurrence of an Event of Default.

Default Termination. The following In the event the purchase and sale contemplated by this Contract is not consummated due to the breach hereof or default hereunder or breach or default of any provision of the Asset Purchase Agreement by Purchaser and such breach or default shall not have been cured by Purchaser within fifteen (15) days (or such additional time as may be reasonably necessary) after delivery by Seller of written notice thereof to Purchaser, then Seller shall be considered events of “Default” by You: • Failure entitled to make timely payment of retain the Earnest Money as full liquidated damages and Seller may avail itxxxx xf any amounts owing under Section 6 of this Agreement and/or the Order Formand all remedies at law or in equity, if including, but not cured within ten (10) days of written notice; • Failure limited to, specific performance and an action for damage for breach hereunder and Seller shall further be entitled to comply recover attorneys fees in connection with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereofsuch action. In the event the purchase and sale contemplated by this Contract is not consummated due to the breach hereof or default hereunder or breach or default of any provision of the Asset Purchase Agreement by Seller, or if any representation or warranty made herein by Seller is untrue or breached as of the Closing Date, then, after providing written notice to Seller of such breach, default or misrepresentation and allowing Seller fifteen (15) days after receipt of such notice (or such additional time as may be reasonably necessary) to cure, then the Earnest Money shall be returned immediately to Purchaser, and Purchasxx xxx avail itself of any and all remedies at law or in equity, including, but not limited to specific performance and an uncured Default action for damages for the breach of any of the representations or one which warranties set forth herein, and shall further be entitled to recover attorneys' fees incurred in connection with any such action. In the event the purchase and sale contemplated by this Contract is deemed not curableconsummated due to the failure, HSI without fault on the part of either party, to satisfy any of the conditions set forth in Paragraph 5 hereof within the respective time periods provided for therein or of any of the conditions in the Asset Purchase Agreement, Purchaser may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will sole option (a) terminate this Contract, whereupon the Earnest Money shall be returned immediately cease use to Purchaser and this Coxxxxxx shall terminate without further liability on the part of the Contenteither party and shall be of no further force or effect, and or (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens elect to violate waive any of such conditions and proceed with the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth Closing in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying the nature of the breach. If the Content records reside on HSI’s Platform then, within ninety (90) days of termination or expiration of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will have the right to delete all, training records related to the expired or terminated Agreement and HSI will have no further obligation to make such data available to Youaccordance herewith.

Default Termination. The following shall be considered events of “Default” by You: • Failure to make timely payment of any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured within ten (10) days of written notice; • Failure to comply with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying the nature of the breach. If the Content records reside on HSI’s Platform then, within ninety (90) days of termination or expiration of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will have the right to delete all, training records related to the expired or terminated Agreement and HSI will have no further obligation to make such data available to You.

Default Termination. The following shall be considered events of “Default” by You: • Failure to make timely payment of any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured within ten (10) days of written notice; • Failure to comply with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use If, at the Time of Delivery, any one or more of the ContentUnderwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and (b) promptlythe aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule I bears to the principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no case event shall the principal amount of Securities that any Underwriter has agreed to purchase pursuant to Section 2 be increased pursuant to this Section 8 by an amount in excess of one-ninth of such principal amount of Securities without the written consent of such Underwriter. If, at the Time of Delivery any Underwriter or Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs is more than five (5) business days, delete any copies one-tenth of the Content from its computersaggregate principal amount of Securities to be purchased on such date, serversand arrangements satisfactory to you and the Company for the purchase of such Securities are not made within 36 hours after such default, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance shall terminate without liability on the part of any non-defaulting Underwriter or the renewal of Company. In any such case either you or the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying the nature of the breach. If the Content records reside on HSI’s Platform then, within ninety (90) days of termination or expiration of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will Company shall have the right to delete allpostpone the Time of Delivery but in no event for longer than seven days, training records related to in order that the expired required changes, if any, in the Registration Statement and in the Final Prospectus or terminated Agreement and HSI will have no further obligation to make in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such data available to YouUnderwriter under this Agreement.

Default Termination. The following shall be considered events of “Default” by You: • Failure to make timely payment of any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured within ten (10) days of written notice; • Failure to comply with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use If, at the Time of Delivery, any one or more of the ContentUnderwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and (b) promptlythe aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule I bears to the principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; PROVIDED that in no case event shall the principal amount of Securities that any Underwriter has agreed to purchase pursuant to Section 2 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Securities without the written consent of such Underwriter. If, at the Time of Delivery any Underwriter or Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs is more than five (5) business days, delete any copies one-tenth of the Content from its computersaggregate principal amount of Securities to be purchased on such date, serversand arrangements satisfactory to you and the Company for the purchase of such Securities are not made within 36 hours after such default, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance shall terminate without liability on the part of any non-defaulting Underwriter or the renewal of Company. In any such case either you or the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying the nature of the breach. If the Content records reside on HSI’s Platform then, within ninety (90) days of termination or expiration of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will Company shall have the right to delete allpostpone the Time of Delivery but in no event for longer than seven days, training records related to in order that the expired required changes, if any, in the Registration Statement and in the Final Prospectus or terminated Agreement and HSI will have no further obligation to make in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such data available to YouUnderwriter under this Agreement.