Common use of Default Clause in Contracts

Default. If Licensee shall be in default in the payment of fees or any part thereof or of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether or not the payment of said fees shall have been demanded), or if default shall be made in any other of the covenants or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue for a period of ten (10) days after notice to Licensee (or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period), or if Licensee shall make an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy or insolvency, or shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacated, then and in any of the said cases, not withstanding any license or waiver of any former breach of covenant or consent in a former instance, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textron.

Default. If Licensee The Company shall be in default in under this Note upon the payment occurrence of fees any of the following events: 2.1 The Company fails to timely perform any of its obligations under, or otherwise breaches any part thereof covenants or warranties of other sums payable this Note; 2.2 Any statement, representation, or warranty made by Licensee hereunder at the times and places herein fixed for the payment thereof and said default Company or its agents to Holder shall continue ten (10) days (whether or not the payment of said fees shall prove to have been demanded)false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or if default shall be made in any other of the covenants or provisions herein contained on the part of Licensee unable to be kept and performed and if such default shall continue for a period of ten (10) days after notice to Licensee (or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period)meet its obligations as they become due, or if Licensee shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall make an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy shall initiate or insolvencyhave initiated against it, voluntarily or involuntarily, any act, process, or shall be adjudged bankrupt, proceedings under any insolvency law or if other statute or law providing for the estate hereby created shall be deserted modifications or vacated, then and in any adjustment of the said casesrights of creditors. UPON ANY EVENT OF DEFAULT, not withstanding any license or waiver of any former breach of covenant or consent in a former instanceHOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, it shall be lawful for Textron thereupon or at any time thereafterWITHOUT NOTICE, during which such defaultAND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, assignmentTHE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (and such notice having been given, this Agreement shall cease and expire on the date named thereinINCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), and/orCOURT COSTS, at Textron’s optionAPPEALS, without demand or noticePOST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, and without process of law to enter upon and into the Premises or any part thereof in the name of the wholePRESENTMENT, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudiceDEMAND FOR PAYMENT, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of TextronPROTEST AND NOTICE OF DISHONOR.

Default. If Licensee Upon the occurrence of any one or more of the following events ("Event of Default"), Landlord shall be have the right to exercise any rights or remedies available in default this Lease, at law or in the equity. Events of Default shall be: (i) Tenant's failure to pay when due any regularly scheduled payment of fees Rent, or any part thereof other sum of money payable hereunder (whether as additional Rent or of other sums payable by Licensee hereunder at the times otherwise) and places herein fixed for the payment thereof and said default shall continue ten such failure is not cured within five (105) days (whether or not the such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of said fees shall have been demanded)Rent, or if default shall be made in any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or provisions herein conditions contained on the part of Licensee to be kept and performed and in this Lease if such default shall continue for a period of ten not remedied within thirty (1030) days after notice to Licensee (or receipt of Notice thereof, or, if such default cannot reasonably be cured remedied within such 10 day period, Licensee has Tenant does not commenced within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure default period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such 10 day period)petition or appointment, or if Licensee shall make Tenant or its Parent makes an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy or insolvency, creditors or shall be adjudged bankruptadmit in writing its inability to pay its debts generally as they become due, or if Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate hereby created or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be deserted or vacatedgiven to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and in any of cure under such Facility Mortgage shall supercede the said cases, not withstanding any license or waiver of any former breach of covenant or consent in a former instance, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement notice and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereundercure provisions set forth above, it being expressly understood acknowledged and agreed that this Agreement all such payments and obligations of Tenant hereunder shall not continue or inure be made and performed within such time periods so as to comply with the benefit terms of any assignee, receiver or trustee in bankruptcy, excepting at the option of TextronFacility Mortgage.

Default. If Licensee there exists any Event of Default, as defined below, under the terms of this Note or under the terms of the Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing ("Deed of Trust") dated on or about the date of this Note executed by Maker to PLM Lender Services, Inc., a California corporation, as Trustee, for the use and benefit of Payee covering and relating to the interest of Maker in the property particularly described in Exhibit A to the Deed of Trust (“Property”) or any other document executed in connection with this Note (herein called "Loan Documents"), Payee or the holder hereof is expressly authorized without notice or demand of any kind to make all sums of Interest and principal and any other sums owing under this Note immediately due and payable and to apply all payments made on this Note or any of the Loan Documents to the payment of any such part of any Event of Default as it may elect. An Event of Default shall be in either: (1) a default in the payment of fees the whole or in any part thereof or of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether or not the payment several installments of said fees shall have been demanded)this Note when due, or if default shall be made in (2) any other of the covenants or provisions herein Events of Default contained on the part of Licensee to be kept and performed and if such default shall continue for a period of ten (10) days after notice to Licensee (or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period), or if Licensee shall make an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy or insolvency, or shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacated, then and in any of the said cases, not withstanding any license or waiver of any former breach of covenant or consent in a former instance, it shall be lawful for Textron thereupon or at Loan Documents. At any time thereafterafter an Event of Default the entire unpaid balance of principal, during which such defaulttogether with Interest accrued thereon, assignmentshall, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textronthe legal holder hereof and without notice (except as specified in any Loan Documents) and without demand or presentment, become due and payable at the place of payment. Anything contained herein or in any of the Loan Documents to the contrary notwithstanding, the principal balance together with accrued Interest thereon so accelerated and declared due as aforesaid shall continue to bear Interest and shall include compensation for late payments on any and all overdue installments as described above. If an Event of Default has occurred, the failure of Payee or the holder hereof to promptly exercise its rights to declare the indebtedness remaining unpaid hereunder to be immediately due and payable shall not constitute a waiver of such rights while such Event of Default continues nor a waiver of such right in connection with any future Event of Default. Maker hereby waives presentment for payment, protest and demand, and notice of protest, demand, dishonor, nonpayment and nonperformance including notice of dishonor with respect to any check or draft used in payment of any sum due hereunder.

Default. If Licensee Provider shall be in default in under this Agreement if any of the payment of fees following occur: (i) Provider or any part thereof or of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether or not the payment of said fees shall have been demanded)its officers, employees, or if default shall be made agents fail to perform or fulfill any term, covenant, or condition contained in any other of the covenants or provisions herein contained on the part of Licensee this Agreement and Provider fails to be kept and performed and if cure such default shall continue for a period of ten within five (105) calendar days after notice to Licensee Provider has been notified in writing of such default; (or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period), or if Licensee shall make an ii) Provider makes a general assignment for the benefit of creditors; (iii) the filing by or against Provider of any petitions in bankruptcy either voluntary or involuntary, (iv) any transfer, assignment, or file a voluntary petition in bankruptcy or insolvencythe passing of any benefits, rights, or obligations of this Agreement to creditors, assignees, or transferees of Provider without the prior written approval of SMG, which may be withheld in its sole and absolute discretion; (v) the abandonment or discontinuance by Provider, without written consent of SMG, of any or all of the Services permitted or required herein; or (vi) if Provider was a certified CBE or SBE with Broward County on the Effective Date of this Agreement, a failure to maintain such certification through the Term. SMG shall be adjudged bankruptin default under this Agreement if SMG fails to perform or fulfill any term, covenant, or condition contained in this Agreement and SMG fails to cure such default within thirty (30) business days after SMG has been served with written notice of such default or SMG makes a general assignment for the benefit of creditors. SMG shall not be deemed to be in default under this Agreement if the estate hereby created shall be deserted or vacated, then and in SMG fails to pay any of the said cases, not withstanding any license or waiver fees due hereunder as a result of any former breach of covenant or consent in a former instance, it Provider’s default under this Agreement. Nothing herein shall be lawful for Textron thereupon or at any construed as excusing either Party from diligently commencing and completing a cure within a lesser time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textronif reasonably possible.

Default. Lessor's Right to Repossess, Operate, or Relet. If Licensee shall the rental reserved by this Lease or any other charges to be in default in the payment of fees paid hereunder by Lessee, or any part thereof or thereof, are not paid when due and shall remain unpaid for a period of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten fifteen (1015) days (whether or not the payment of said fees shall have been demanded)after notice thereof in writing, or if default the Lessee shall be made in fail to promptly perform any other of the covenants covenant, condition, or provisions herein contained on the part of Licensee provision by it to be kept performed hereunder and performed and if such default failure shall continue for a period of ten five (105) days after notice to Licensee (in writing specifying the nature of such failure, or if such default Lessee abandons the demised premises, or if Lessee breaches any obligation under this Lease by it to be performed which cannot be cured within such 10 day periodcured, Licensee has not commenced to cure default within such 10 day period)then, or if Licensee shall make an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy or insolvency, or shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacated, then and in any such event, Lessee shall be deemed to be in default and Lessor, without further notice may at its option re-enter and take possession of the said casesdemised premises, including all improvements thereon and fixtures and equipment located at, in, or about the same, and take, operate, or relet the same in whole or in part for the account of Lessee at such rental and on such agreement and conditions and to such tenant or tenants as Lessor in good faith may deem proper for a term not withstanding exceeding the unexpired period of the full term of this Lease. Lessor shall receive all proceeds and rent accruing from such operation or reletting of the demised premises or fixtures and equipment and shall apply the same first to the payment of all costs and expenses incurred by Lessor in obtaining possession and in the operation or reletting of the demised premises or fixtures and equipment, including reasonable attorney fees, commissions, and collection fees, and any license alterations or waiver repairs reasonably necessary to enable Lessor to operate or relet the premises or fixtures and equipment and to the payment of any former breach all such amounts as may be due or become payable under the provisions of covenant this Lease, and the balance remaining, if any, at the expiration of the full term of this Lease or consent in a former instance, it on the sooner termination thereof by written notice of termination given by Lessor to Lessee shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect paid over to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of TextronLessee.

Default. If Licensee shall be in (a) Purchaser may, by written notice of default in to the payment of fees Seller, terminate this order or any part thereof if the Seller fails (i) to deliver the articles in accordance with the specified delivery schedule, or (ii) to replace or correct defective articles in accordance with the provisions of paragraph (c) of the clause hereof entitled “Inspection” or (iii) to perform any of the other sums payable by Licensee hereunder at provisions of this order or so fails to make progress as to endanger performance of this order in accordance with its terms and, in either of the times and places herein fixed for the payment thereof and said default shall continue ten circumstances specified in (10) days (whether or not the payment of said fees shall have been demandediii), or if default shall be made in any other of does not correct such failure within the covenants or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue for a period of ten (10) days after receipt of notice from Purchaser specifying such failure. (b) Upon such termination, Purchaser may procure similar articles on such terms and in such manner as Purchaser may deem appropriate, and Seller shall be liable to Licensee (or if such default canPurchaser for any excess costs occasioned Purchaser thereby; provided, however, that Seller shall not be cured liable for such excess costs where the default is due to any cause beyond the control and without the fault or negligence of Seller, if Seller has notified Purchaser in writing of the existence of such cause within such 10 day perioddays from the beginning thereof. (c) If this order is terminated for default, Licensee Purchaser may require Seller to transfer title to Purchaser or Purchaser’s customer, as directed by ▇▇▇▇▇▇▇▇▇ any: (i) completed articles, and (ii) partially completed articles that Seller has specifically produced or acquired for the terminated portion of this order. Upon direction of Purchaser, the Seller shall also protect and preserve property in its possession in which Purchaser or Purchaser’s customer has an interest. (d) If, after termination, it is determined that the Seller was not commenced to cure default within such 10 day period)in default, or if Licensee shall make an assignment for that the benefit default was excusable, as defined in the clause hereof entitled “Excusable Delays,” the rights and obligations of creditors, or file a voluntary petition in bankruptcy or insolvency, or the parties shall be adjudged bankrupt, or the same as if the estate hereby created shall be deserted or vacated, then and termination had been issued in any accordance with the provisions of the said cases, not withstanding any license or waiver clause hereof entitled “Termination for Convenience.” (e) If the failure to perform is caused by the default of any former breach of covenant or consent in a former instance, it shall be lawful for Textron thereupon or subcontractor at any time thereaftertier, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and if the cause of the effective date thereof (default is beyond the control of both the Seller and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at TextronSeller’s option, without demand or noticesubcontractor, and without process the fault or negligence of law to enter upon and into either, the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement Seller shall not continue or inure be liable for any excess costs for failure to perform, unless the benefit of any assignee, receiver or trustee subcontracted articles were obtainable from other sources in bankruptcy, excepting at sufficient time for the option of TextronSeller to meet the required delivery schedule.

Default. a. In the event that the UAO breaches any provision of this Agreement, then in addition to any other remedies which are otherwise provided for in this Agreement, the FDOT may exercise one or more of the following options, provided that at no time shall the FDOT be entitled to receive double recovery of damages: (1) Terminate this Agreement if the breach is material and has not been cured within sixty (60) days from written notice thereof from FDOT. (2) Pursue a claim for damages suffered by the FDOT. (3) If Licensee the Utility Work is reimbursable under this Agreement, withhold reimbursement payments until the breach is cured. The right to withhold shall be limited to actual claim payments made by FDOT to third parties. (4) If the Utility Work is reimbursable under this Agreement, offset any damages suffered by the FDOT or the public against payments due under this Agreement for the same Project. The right to offset shall be limited to actual claim payments made by FDOT to third parties. (5) Suspend the issuance of further permits to the UAO for the placement of Facilities on FDOT property if the breach is material and has not been cured within sixty (60) days from written notice thereof from FDOT. (6) Pursue any other remedies legally available. (7) Perform any work with its own forces or through contractors and seek repayment for the cost thereof under Section 337.403(3), Florida Statutes. b. In the event that the FDOT breaches any provision of this Agreement, then in default addition to any other remedies which are otherwise provided for in the payment Agreement, the UAO may exercise one or more of fees or any part thereof or of other sums payable by Licensee hereunder at the times following options: (1) Terminate this Agreement if the breach is material and places herein fixed for the payment thereof and said default shall continue ten has not been cured within sixty (1060) days from written notice thereof from the UAO. (whether or not 2) If the payment of said fees shall breach is a failure to pay an invoice for Utility Work which is reimbursable under this Agreement, pursue any statutory remedies that the UAO may have been demanded), or if default shall be made in for failure to pay invoices. (3) Pursue any other remedies legally available. c. Termination of the covenants or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue for a period of ten (10) days after notice to Licensee (or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period), or if Licensee shall make an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy or insolvency, or shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacated, then and in any of the said cases, not withstanding any license or waiver of any former breach of covenant or consent in a former instance, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure relieve either party from any obligations it has pursuant to other agreements between the parties nor from any statutory obligations that either party may have with regard to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textronsubject matter hereof.

Default. If Licensee The occurrence of any of the following instances shall be in considered to be a default in or a breach of this Agreement by Licensee: (i) any failure of Licensee to pay the payment of fees Monthly License Fee, or any part thereof other charge for which Licensee has the responsibility of payment under this Agreement, within ten (10) Business Days of the date following written notice to Licensee from Licensor, or its designee, of such delinquency, it being understood, however, that Licensor is obligated to provide such notice only two times in each calendar year, and the third instance of the failure to pay the Monthly License Fee or any other sums payable charge shall be an immediate default without notice to Licensee if not paid within ten (10) Business Days of the date when due; (ii) except for a PCN Default for which the cure period is set forth in clause (iv) below, any failure of Licensee to perform or observe any term, covenant, provision or condition of this Agreement which failure is not corrected or cured by Licensee hereunder at within thirty (30) days of receipt by Licensee of written notice from Licensor, or its designee, of the times existence of such a default; except such thirty (30) day cure period shall be extended as reasonably necessary to permit Licensee to complete a cure so long as Licensee commences the cure within such thirty (30) day cure period and places herein fixed for thereafter continuously and diligently pursues and completes such cure; (iii) failure of Licensee to abide by the payment thereof and said default shall continue Interference provisions as set forth in Section 11; (iv) a PCN Default occurs that Licensee fails to cure within ten (10) days (whether or not the payment of said fees shall have been demanded)Licensor’s written notice to Licensee, or if default shall be made in any other its designee of the covenants or provisions herein contained on the part existence of Licensee to be kept and performed and if such default shall continue for a period of ten default; (10v) days after notice to Licensee (or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period), or if Licensee shall make an assignment for the benefit of creditorsbecome bankrupt, insolvent or file a voluntary petition in bankruptcy, have an involuntary petition in bankruptcy filed against Licensee which cannot be or is not dismissed by Licensee within sixty (60) days of the date of the filing of the involuntary petition, file for reorganization or arrange for the appointment of a receiver or trustee in bankruptcy or insolvency, reorganization of all or shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacated, then and in any of the said cases, not withstanding any license or waiver of any former breach of covenant or consent in a former instance, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all substantial portion of Licensee’s assets, or Licensee makes an assignment for such purposes for the benefit of creditors; (vi) this Agreement or Licensee’s interest hereunder herein or Licensee’s interest in the Tower Facility are executed upon or attached; (vii) Licensee commits or fails to perform an act which results in a default under or nonconformance with the Ground Lease by giving Licensor and the same shall not be cured within 5 Business Days (or such shorter time as permitted under the Ground Lease to cure) of the date following written notice to Licensee from Licensor, or its designee, of such termination and default; or (viii) the imposition of the effective date thereof (and such notice having been given, this Agreement shall cease and expire any lien on the date named therein)Approved Equipment except as may be expressly authorized by this Agreement, and/or, at Textronor an attempt by Licensee or anyone claiming through Licensee to encumber Licensor’s option, without demand or noticeinterest in the Tower Facility, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement same shall not continue be dismissed or inure otherwise removed within ten (10) Business Days of written notice from Licensor to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of TextronLicensee.

Default. If Licensee shall be Each and every of the following will constitute default of this agreement and result in default in its automatic termination: a. Failure to pay rent when due, and the payment of fees or any part thereof or of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten failure is not cured within five (105) days (whether or not after written notice of such failure has been given to Lessee by the payment of said fees shall have been demanded), or if default shall be made in Board; or b. Failure to perform any other terms or conditions of this Lease which are the covenants or provisions herein contained on the part responsibility of Licensee to be kept and performed Lessee, and if such default shall continue for a period of ten failure is not cured within five (105) days after written notice by the Board. If the failure is caused by events beyond the Lessee’s reasonable control, the Lessee shall so inform the Board and shall use due diligence to Licensee (or if such cure the default canas soon as feasible and shall not be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period)considered in default; or c. Vacating or abandoning the Premises in excess of five (5) days without previously notifying the Board in writing; except that a temporary closing for remodeling or repairs, or if Licensee for a holiday shall make an assignment not be deemed vacation or abandonment; or d. Adjudgement as a bankrupt, or a decree or order, approving as properly filed, a petition or answer asking reorganization of the Lessee under Federal Bankruptcy Laws as now or hereafter amended, or under the laws of the State of Wisconsin, shall be entered, and any such decree, judgment or order shall not have been vacated, stayed or set aside within fifteen (15) days from the date of the entry or granting thereof; or e. Filing or admitting the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal Bankruptcy Laws as now or hereafter amended, or the Lessee shall institute any proceedings or shall give its consent to the institution of any proceedings for any relief of Lessee under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition of evidence; or f. Assignment for the benefit of creditorscreditors or application for or consent to the appointment of a receiver for ▇▇▇▇▇▇; or g. An assignment, transfer, conveyance or file a voluntary petition other disposition of its interest in bankruptcy or insolvency, or shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacated, then and in any Premises without the express written consent of the said casesBoard; or h. Violation of Article 11, not withstanding any license or waiver Environmental Pollutants. Additionally, after having obtained permission from a court of any former breach of covenant or consent competent jurisdiction, the Board may re-enter the Leased Premises, remove all persons and property there from, and store such property in a former instance, it shall be lawful for Textron thereupon or public warehouse at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and the sole cost of the effective date thereof (Lessee, without becoming liable for any loss or damage, except for loss of damage resulting from willful or negligent acts of the Board, its employees or agents, and such notice having been given, this Agreement shall cease and expire on re-entry will not release the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant Lessee from liability hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textron.

Default. If Licensee The occurrence of any one or more of the following matters constituted a default ("Default") by Tenant under this Lease: (a) Failure by Tenant to pay any Rent or any other amounts due and payable by Tenant under this Lease and such failure continues for five (5) days after the giving of written notice of such failure by Landlord to Tenant provided Landlord shall not be obligated to give more than two (2) notices in any calendar year, and Tenant shall for all subsequent failures to pay be in default in immediately without the payment requirement of fees Landlord to give notice of such failure to Tenant; (b) Failure by Tenant to observe or perform any part thereof or of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether or not the payment of said fees shall have been demanded), or if default shall be made in any other of the covenants in this Lease in respect to assignment and subletting; (c) Abandonment of the Premises as prohibited in Article 18; (d) Failure by Tenant to cure forthwith, after notice thereof from Landlord or provisions herein contained on the part another tenant acquiring knowledge thereof, any hazardous condition that Tenant has created in violation of Licensee law or of this Lease; (e) Failure by Tenant to be kept and performed and observe or perform any other covenant, agreement, condition or provision of this Lease, if such default failure shall continue for a period of ten twenty (1020) days after written notice thereof to Licensee Tenant by Landlord; (or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period)f) The levy upon execution of the attachment by legal process of the leasehold interest of Tenant, or if Licensee shall make the filing or creation of a lien in respect of such leasehold interest; (g) Tenant or any guarantor of this Lease becomes insolvent or bankrupt or admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or file applies for or consents to the appointment of a voluntary petition trustee or receiver for itself or for all or a part of its property; (h) Proceedings for the appointment of a trustee, custodian or receiver of Tenant or any guarantor of this Lease or for all or a part of Tenant's or such guarantor's property are filed against Tenant or such guarantor and are not dismissed within thirty (30) days; (i) Proceedings in bankruptcy bankruptcy, or insolvencyother proceedings for relief under any law for the relief of debtors, are instituted by or against Tenant or any guarantor of this Lease, and, if instituted against Tenant or such guarantor, are allowed against either or are consented to by either or are not dismissed within sixty (60) days thereof; (j) Tenant shall repeatedly default in the timely payment of Rent or any other charges required to be paid, or shall be adjudged bankruptrepeatedly default in keeping, observing or if performing any other covenant, agreement, condition or provision of this Lease, whether or not Tenant shall timely cure any such payment or other default. For the estate hereby created Purposes of this subsection, the occurrence of similar defaults three (3) times during any twelve (12) month period shall be deserted or vacated, then and in constitute a repeated default. Any notice periods provided for under this Article 21.01 shall run concurrently with any of the said cases, not withstanding any license or waiver of any former breach of covenant or consent in a former instance, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written statutory notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or noticeperiods, and without process of law to enter upon and any notice given hereunder may be given simultaneously with or incorporated into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textronstatutory notice.

Default. If Licensee (a) Participant has specifically induced FINRA to enter into this Agreement based on the representations and undertakings of Participant contained herein. Strict compliance with the provisions of this Agreement is and shall be a condition precedent to Participant’s right hereunder to continue to access, receive or use the Service. Participant expressly acknowledges and agrees that FINRA shall have the rights set forth in default this Section 10 if FINRA shall determine, in its sole discretion, that one or more of the payment of fees following events or conditions occurs or is continuing: (i) Participant fails to pay any part thereof or of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten amounts due FINRA under this Agreement within thirty (1030) days after the applicable due date for such amounts specified in this Agreement; (whether ii) Any representation, warranty or not the payment of said fees shall have been demanded)certification, which is material to FINRA for regulatory, commercial or if default shall be other reasons, made by Participant in this Agreement or in any other document furnished by Participant in connection herewith was false or misleading, as of the time made or furnished; (iii) Participant defaults in the performance of any of its obligations or covenants under this Agreement, or provisions herein contained on the part of Licensee to be kept any representation, warranty or certification described in clause (ii) above becomes false or misleading, and performed and such default, falsity or misstatement (if such default shall continue curable) continues without remedy for a period of ten fifteen (1015) days after notice FINRA provides Notice to Licensee (or Participant thereof, provided, however, that if such default default, falsity or misstatement cannot be cured remedied by Participant in good faith and with due diligence within such 10 day period, Licensee has fifteen (15) days and the failure to so remedy within fifteen (15) days does not commenced cause FINRA to cure default within such 10 day period), be in violation of applicable law or if Licensee shall make an assignment for the benefit of creditors, regulations or file a voluntary petition in bankruptcy or insolvency, or shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacatedto otherwise materially injure FINRA, then and in any an event or condition of the said cases, default under this clause will not withstanding any license be considered to exist or waiver of any former breach of covenant or consent in a former instance, it shall be lawful have occurred for Textron thereupon or at any time thereafter, during which so long as Participant commences such actions as are necessary to remedy such default, assignmentfalsity or misstatement within such fifteen (15) day period and thereafter diligently pursues such actions to remedy such default, insolvency, legal proceedings, desertion, vacancy falsity or neglect shall continuemisstatement; (iv) Participant proceeds with a proposed action in default of its obligations or covenants under this Agreement, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty breach of any manner of trespass without prejudicerepresentation, howeverwarranty or certification, that is material to Textron’s claims FINRA for rent regulatory, commercial or other claims for breach of covenant reasons, made by Participant in connection herewith, after FINRA has provided Notice to Participant that such proposed action would constitute a default hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textron.;

Default. If Licensee The occurrence of any one or more of the following events (herein called "Events of Default") shall be in constitute a default hereunder and under the Note: 8.1 The Borrower defaults in the payment of fees any principal or interest payable under this Agreement, the Note or any part thereof or of the other sums payable by Licensee hereunder at Loan Documents and such default continues for more than five (5) days after the times and places herein fixed for due date thereof; 8.2 The Borrower defaults in the payment thereof and said default shall continue ten (10) days (whether or not the payment performance of said fees shall have been demanded), or if default shall be made in any other covenant or obligation of the covenants Borrower hereunder or provisions herein contained on under the part of Licensee to be kept and performed and if such default shall continue Note or any other Loan Documents for a period of more than ten (10) days after the Lender has given notice to Licensee (or if of such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period), the Borrower; 8.3 Any representation or if Licensee warranty made herein by the Borrower shall make prove to have been false or misleading in any material respect; 8.4 The making of an assignment by Borrower for the benefit of creditorsits creditors or the admission by Borrower in writing of its inability to pay its debts as they become due, or file the insolvency of Borrower, or the filing by Borrower of a voluntary petition in bankruptcy or insolvencybankruptcy, or shall be adjudged the adjudication of Borrower as a bankrupt, or if the estate hereby created shall be deserted or vacated, then and in any of the said cases, not withstanding any license or waiver filing by Borrower of any former breach of covenant petition or consent in a former instanceanswer seeking for itself any reorganization, it shall be lawful for Textron thereupon or at any time thereafterarrangement, during which such defaultcomposition, assignmentreadjustment, insolvencyliquidation, legal proceedings, desertion, vacancy or neglect shall continuedissolution, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of similar relief under any present or future statute, law or regulation, or the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty filing of any manner answer by Borrower admitting, or the failure by Borrower to deny, the material allegations of trespass without prejudicea petition filed against it for any such relief, howeveror the seeking or consenting by Borrower to, to Textron’s claims for rent or other claims for breach of covenant hereunderacquiescence by Borrower in, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit appointment of any assigneetrustee, receiver or trustee liquidator of Borrower or of all or any substantial part of the properties of Borrower, or the inability of Borrower to pay its debts when due, or the commission by Borrower of any act of bankruptcy as defined in bankruptcythe Federal Bankruptcy Act, excepting at as amended; 8.5 The failure by Borrower, within sixty (60) days after the option commencement of Textronany proceeding against Borrower seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, to obtain the dismissal of such proceeding or, within sixty (60) days after the appointment, without the written consent or acquiescence of Lender, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower, to vacate such appointment; or 8.6 The default by Borrower under any other notes or other agreement for borrowed money, lease or other agreement between Borrower and Lender.

Default. If Licensee The occurrence of any one or more of the following events shall be in constitute an “Event of Default” as such term is used herein: a. A default in the payment of fees any amount due under this Note on the due date therefor; b. Failure of Debtor to comply with or to perform when due any other term, obligation, covenant or condition contained in this Note or in any of the other agreements, instruments and documents entered into in connection with the Debt Obligation (together with this Note, as the same may from time to time hereafter be amended or supplemented, the “Debt Obligation Documents”); c. Any representation, warranty or statement made by Debtor or any other obligor, guarantor, surety or third-party pledgor with respect to the Debt Obligation (each, an “Other Obligor”) in the Debt Obligation Documents or any other instrument now or hereafter evidencing, securing or in any manner relating to the Debt Obligation proves untrue in any material respect; d. A default by any Other Obligor under any of the Debt Obligation Documents; e. Debtor shall become insolvent or shall generally not pay its debts as they mature or shall apply for, shall consent to, or shall acquiesce in the appointment of a custodian, trustee or receiver of Debtor, or for a substantial part of the property thereof or, in the absence of such application, consent or acquiescence, a custodian, trustee or receiver shall be appointed for Debtor or for a substantial part of other sums payable by Licensee hereunder at the times and places herein fixed for the payment property thereof and said default shall continue ten (10) days (whether or not the payment of said fees shall have been demanded), or if default shall be made in any other of the covenants or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue for a period of ten (10) days after notice to Licensee (or if such default cannot be cured discharged within such 10 day period, Licensee has not commenced to cure default within such 10 day period), 60 days; or if Licensee shall make Debtor makes an assignment for the benefit of creditors; f. Any bankruptcy, reorganization, debt arrangement or file a voluntary petition in other proceedings under any bankruptcy or insolvencyinsolvency law shall be instituted by or against Debtor, and, if instituted against Debtor, shall have been consented to or acquiesced in by Debtor, or shall be adjudged bankruptremain undismissed for 60 days, or if the estate hereby created an order for relief shall be deserted have been entered against Debtor, or vacatedDebtor shall take any action to approve institution of, then and in any or acquiescence in, such a proceeding; g. Any of the said cases, not withstanding events set forth in the foregoing subsections e. or f. shall occur with respect to any license or waiver Other Obligor. Upon the occurrence of any former breach an Event of covenant or consent in a former instance, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/orDefault, at Textron’s optionthe option of Creditor, the entire balance of principal together with all accrued interest thereon shall, without demand or notice, immediately become due and without process payable and so long as such Event of law to enter upon Default continues, the entire balance of principal together with all accrued interest shall bear interest at a Default Rate of 10% per annum. Upon the occurrence of an Event of Default, Creditor may exercise any and into all rights and remedies it may have under the Premises or any part thereof in the name of the wholeDebt Obligation Documents, and to declare this Agreement at an end under applicable law and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textronequity.

Default. If Licensee any one of the following events ("Events of Default") shall occur: (a) Any representation or warranty made by the Borrower herein or in any other Loan Document, or in any certificate or report furnished by the Borrower hereunder or thereunder, shall prove to have been incorrect in any material respect when made; (b) Payment of any principal or interest due under any Note shall not be made on or before the date due; (c) A final judgment or settlement for in excess of $2,000,000 shall be in default in rendered against or agreed to by the Borrower or any of its Subsidiaries for the payment of fees money that, after deducting the amount of any insurance proceeds paid or any part thereof payable to or of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether or not the payment of said fees shall have been demanded), or if default shall be made in any other on behalf of the covenants Borrower or provisions herein contained on its Subsidiary in connection with such judgment or settlement, as the part case may be, is in excess of Licensee to be kept $2,000,000, and performed and if such default judgment shall continue remain undischarged for a period of ten thirty (1030) days, during which period execution shall not effectively be stayed, or such settlement shall remain unpaid for a period of thirty days after notice the agreed payment date unless such delay has been agreed to Licensee by the other party. If a dispute exists with respect to the liability of any insurance underwriter under any insurance policy of the Borrower or its Subsidiary, no deduction under this subsection shall be made for the insurance proceeds that are the subject of such dispute; (d) The Borrower or if such default cannot be cured within such 10 day period, Licensee has not commenced any Subsidiary shall (1) voluntarily terminate operations or apply for or consent to cure default within such 10 day period)the appointment of, or if Licensee shall the taking of possession by, a receiver, custodian, trustee or liquidator of such Person or of all or a substantial part of the assets of such Person, (2) admit in writing its inability, or be generally unable, to pay its debts as the debts become due, (3) make an a general assignment for the benefit of its creditors, (4) commence a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect), (5) file a voluntary petition in bankruptcy or seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, (6) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Federal Bankruptcy Code or applicable state bankruptcy laws or (7) take any corporate action for the purpose of effecting any of the foregoing; (e) Without its application, approval or consent, a proceeding shall be adjudged bankruptcommenced, in any court of competent jurisdiction, seeking in respect of the Borrower or any Subsidiary: the liquidation, reorganization, dissolution, winding-up, or composition or readjustment of debt, the appointment of a trustee, receiver, liquidator or the like of such Person or of all or any substantial part of the assets of such Person, or other like relief in respect of such Person under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts; and, if the estate hereby created proceeding is being contested in good faith by such Person, the same shall continue undismissed, or unstayed and in effect for any period of 45 (f) Any foreclosure or other proceedings shall be deserted commenced to enforce, execute or vacatedrealize upon any lien, then encumbrance, attachment, trustee process, mortgage or security interest for payment of an amount in excess of $250,000 against the Borrower or any Subsidiary; (g) Default shall be made in the due observance or performance of any covenant or agreement under Article VII; (h) Default shall be made in the due observance or performance of any covenant or agreement contained herein (and not constituting an Event of Default under any other clause in this Article VIII) or in any other Loan Document or in any other agreement between any Lender and the Borrower evidencing or securing borrowed monies and such default shall continue and shall not have been remedied within thirty days after the date on which such default occurred; (i) There shall occur any default under any instrument or agreement evidencing any indebtedness for money borrowed in excess of $100,000 by the Borrower or any of its Subsidiaries; (j) The transfer by John ▇. ▇▇▇▇▇▇▇▇ ▇▇▇/or his Affiliates of securities of the Borrower or the voting power related to such securities as a result of which the power to elect, appoint or cause the election or appointment of at least a majority of the members of the board of directors of the Borrower shall no longer be held by John ▇. ▇▇▇▇▇▇▇▇ ▇▇▇/or his Affiliates; (k) There shall occur any material adverse change in the financial condition of the Borrower; (l) There shall occur any Event of Default under either of the Existing Loan Agreements; then, and in any of the said cases, not withstanding any license or waiver of any former breach of covenant or consent in a former instance, it shall be lawful for Textron thereupon or such event and at any time thereafter, during which if such defaultEvent of Default or any other Event of Default shall have not been waived, assignmentany or all of the following actions may be taken: (i) the Agent (A) with the consent of the Required Lenders, insolvencymay, legal proceedingsand at the direction of the Required Lenders shall, desertiondeclare any obligation of the Lenders to make further Advances terminated, vacancy whereupon the obligation of each Lender to make further Advances hereunder shall terminate immediately, and (B) the Agent shall at the direction of the Required Lenders, at their option, declare by notice to the Borrower any or neglect shall continueall of the Obligations to be immediately due and payable, or be in effect to terminate this Agreement and the same, including all interest accrued thereon and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and other obligations of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure Borrower to the benefit of any assigneeAgent and the Lenders, receiver or trustee in bankruptcy, excepting at the option of Textron.shall forthwith become immediately due and

Default. (a) If Licensee shall fails to pay when due any amounts (including, without limitation, any installment of any Annual License Fee or Deposit) to be in default paid by Licensee pursuant to the Agreement or otherwise breaches or defaults in the payment performance or observation of fees any of its obligations under the Agreement or any part thereof or of other sums payable by Licensee hereunder at the times agreement between Club and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether or not the payment of said fees shall have been demanded)Licensee, or becomes subject to any Insolvency Event, Club may, at its option, (i) terminate Licensee’s rights under the Agreement (x) immediately upon written notice to Licensee, if the failure or default shall be made in any other is not capable of the covenants being cured, or provisions herein contained on the part of Licensee (y) 5 days after giving notice to be kept and performed and Licensee, if such failure or default shall continue for a period is capable of ten (10) days after notice to being cured and Licensee (or if such default cannot be cured within such 10 day period, Licensee has not commenced fails to cure such failure or default within such 10 5-day period); and/or (ii) withhold distribution of tickets and passes to Licensee for events (or, if tickets and passes for events have already been distributed to Licensee, deny Licensee and Licensee’s guests access to the Suite, the Stadium and parking lots) and sell those tickets and passes to other persons or entities (without refund or obligation to Licensee) until such breach or default is cured, at which time Licensee’s right to purchase or receive such tickets and passes shall be restored to the extent such tickets and passes have not otherwise been sold. “Insolvency Event” means any of the following: (1) Licensee commences a voluntary case concerning itself under any bankruptcy, insolvency or liquidation code or otherwise admits its inability to pay its debts as and when due, (2) an involuntary case is commenced against Licensee and the petition is not controverted within 10 business days, or if is not dismissed within 60 days, after commencement of the case, (3) a custodian is appointed for, or takes charge of, all or substantially all of the property of Licensee, (4) Licensee shall make an is adjudicated insolvent or bankrupt, or (5) Licensee makes a general assignment for the benefit of its creditors, or file a voluntary petition in bankruptcy or insolvency, or shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacated, then and in any of the said cases, not withstanding any license or waiver of any former breach of covenant or consent in a former instance, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textron.

Default. The following shall constitute an "Event of Default" under the terms of this Lease: If Licensee the Tenant shall be in default in the payment of fees fail to timely pay, when due, any rent or any part thereof or of other sums payable by Licensee hereunder at the times due under this Lease, and places herein fixed any such rent or other sums shall remain unpaid for the payment thereof and said default shall continue ten five (105) days (whether after the same becomes due; If the Tenant shall fail to observe or perform any of the covenants, terms or conditions of this Lease; The existence of any collusion, fraud, dishonesty or bad faith by or with the acquiescence of the Tenant, which in any way relates to or affects this Lease or the Premises; If at any time any material representation, statement, report or certificate made now or hereafter by the Tenant is not the payment of said fees shall have been demanded)true and correct, or if default shall be at any time any statement or representation made in any other of by the covenants Tenant is not true and correct, and such representation, statement, report or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue for a period of certificate is not corrected within ten (10) days after written notice thereof; If all or a substantial part of the assets of the Tenant are attached, seized, subjected to Licensee a writ or distress warrant, or are levied upon, unless such attachment, seizure, writ, warrant or levy is vacated within thirty (30) days; If the Tenant is enjoined, restrained or in any way prevented by court order from performing any of its obligations hereunder or conducting all or a substantial part of its business affairs; or if a proceeding seeking such default canrelief is not be cured dismissed within such 10 day periodthirty (30) days of being filed or commenced; If a notice of lien, Licensee has not commenced levy or assessment is filed of record with respect to cure default within such 10 day period)all or any part of the property of the Tenant by the United States, or if Licensee any other governmental authority, unless contestable and actually and diligently contested in accordance herewith; If the Tenant shall file a voluntary petition for bankruptcy or for arrangement, reorganization or other relief under any chapter of the Federal Bankruptcy Code or any similar law, state or federal, now or hereafter in effect; If the Tenant shall file an answer or other pleading or any proceeding admitting insolvency, bankruptcy, or inability to pay its debts as they mature; If, within thirty (30) days after the filing against it of any involuntary proceedings under the Federal Bankruptcy Code or similar law, state or federal, now or hereafter in effect, the Tenant shall fail to have such proceeding vacated; If the Tenant shall fail to vacate, within thirty (30) days following the entry thereof, any order appointing a receiver, trustee or liquidator for it or all or a major part of its property, either on or off the Premises; If the Tenant shall be adjudicated as bankrupt; If the Tenant shall make an assignment for the benefit of creditorscreditors or shall admit in writing its inability to pay its debts generally as they become due or shall consent to the appointment of a receiver or trustee or liquidator of all or the major part of its property, or file a voluntary petition in bankruptcy or insolvencythe Premises; If the Tenant shall die, or shall be adjudged bankruptjudicially declared to be incompetent if a natural person, or if such Tenant is a firm, partnership, or corporation, be dissolved, terminated or merged, except as the estate hereby created same shall be deserted constitute an Assignment pursuant to Section 13 hereof to which the Landlord gives consent; If the Tenant shall sell, convey, transfer or vacatedassign all or a major portion of its inventory, then and in fixtures or other personal property, either on or off the Premises, without replacing same with comparable equivalents within thirty (30) days; If the Tenant shall sell, convey, transfer or assign any of the said casesTenant's rights, not withstanding any license title, or waiver interest in the Premises or this Lease, unless with the consent of any former breach Landlord in accordance with Section 13 hereof; If the Tenant abandons the Premises before the end of covenant or consent in a former instancethe Term; If the Tenant shall, it shall be lawful for Textron thereupon or at any time thereafterduring the Term of this Lease, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be fail to carry in full force and effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and any of the effective date thereof (and such notice having been given, insurance coverage required by Paragraph 20 of this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of TextronLease.

Default. If Licensee shall be in default in the payment The occurrence of fees or any part thereof or of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether or not the payment of said fees shall have been demanded), or if default shall be made in any other of the covenants or provisions herein contained on the part following events shall constitute a default by Lessee hereunder (“Event of Licensee Default”): (a) Lessee shall fail to be kept pay when due any Rent and performed and if such default shall continue failure continues unremedied for a period of ten (10) days; (b) Except for defaults covered by Paragraph (a) above, Lessee shall fail to perform or observe any covenant, condition or agreement to be performed or observed by it hereunder and such failure continues unremedied for fifteen (15) days after written notice thereof to Licensee Lessee by Lessor; (c) Lessee shall have made any representation or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period)warranty herein, or if Licensee in any document or certificate executed by Lessee incident herein, which is found to have been false in any material respect at the time such representation or warranty was made; (d) Lessee shall make cease doing business as a going concern, makes an assignment for the benefit of creditorscreditor, or file admits in writing its inability to pay its debts as they become due, files a voluntary petition in bankruptcy bankruptcy, is adjudicated a bankrupt or insolvencyan insolvent, files a petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law or regulation or files an answer admitting the material allegations of a petition filed against it in any such proceeding, consents to or acquiesces in the appointment of a trustee, receiver, or shall be adjudged bankruptliquidator of it or of all or any substantial part of its assets or properties, or if it or its shareholders shall take any action toward its dissolution or liquidation; (e) Within sixty (60) days after the estate hereby created shall be deserted or vacated, then and in any of the said cases, not withstanding any license or waiver commencement of any former breach of covenant proceedings against Lessee seeking reorganization, arrangement, readjustment, liquidation, dissolution or consent in a former instancesimilar relief under any present or future statute, it law or regulation, such proceedings shall be lawful for Textron thereupon not have been dismissed or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continueset aside, or be in effect to terminate this Agreement and all of Licenseeif within sixty (60) days after the appointment without Lessee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand consent or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty acquiescence of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assigneetrustee, receiver or trustee liquidator of it or of all or any substantial part of its assets and properties, such appointment shall not be vacated; (f) Lessee shall attempt to remove, sell, transfer, encumber, part with possession or sublet the Equipment or any Unit, except as expressly permitted hereunder; or (g) Lessee ceases doing business as a going concern or merges with, or a substantial portion of Lessee's assets are acquired by any other entity whose financial condition is less than that of Lessee, as determined by Lessor, or which entity, if acceptable to Lessor, fails to fully assume Lessee’s obligations in bankruptcy, excepting at the option of Textrona form acceptable to Lessor.

Default. If Licensee Debtor shall be in default under this Agreement upon the happening of any of the following events or conditions: (a) Debtor defaults in the payment of fees principal or any part interest on the Promissory Note when and as the same shall become due and payable whether by acceleration thereof or otherwise; (b) Debtor defaults in the performance or observance of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether or not the payment of said fees shall have been demanded), or if default shall be made in any other of the covenants or provisions herein and agreements contained on in the part of Licensee Promissory Note (other than those relating to be kept payment) and performed and if such default same shall continue remain unremedied for a period ending on the first to occur of ten five (105) business days after Debtor shall receive written notice of such default from Secured Party, unless such cure cannot reasonably be completed within said period, then if a remedy is not commenced within said time period and diligently and continuously prosecuted to completion within thirty (60) days after notice to Licensee following the default; (or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period), or if Licensee shall make c) Debtor makes an assignment for the benefit of creditorscreditors or admits in writing its inability to pay its debts generally as they become due; or Debtor files any petition for relief under the federal Bankruptcy Code; or any order, judgment or decree is entered adjudicating Debtor bankrupt or insolvent; (d) Debtor petitions or applies to any tribunal for the appointment of a trustee, receiver or liquidator of Debtor, or file a voluntary petition in bankruptcy or insolvency, or shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacated, then and in of any substantial part of the said casesassets of or any proceedings for the voluntary liquidation and dissolution of Debtor under any bankruptcy, not withstanding any license or waiver of any former breach of covenant or consent in a former instancereorganization, it shall be lawful for Textron thereupon or at any time thereaftercompromise, during which such default, assignmentarrangement, insolvency, legal proceedingsreadjustment of debt, desertiondissolution or liquidation law of any jurisdiction, vacancy whether now or neglect shall continuehereafter in effect; (e) any such petition or application is filed, or be in effect to terminate this Agreement any such proceedings are commenced, against Debtor and all of Licensee’s interest hereunder Debtor by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been givenany act indicates its approval thereof, this Agreement shall cease and expire on the date named consent thereto or acquiescence therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the wholeorder, and to declare this Agreement at an end and in judgment or decree is entered appointing any such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assigneetrustee, receiver or trustee liquidator, or approving the petition in bankruptcyany such proceedings and such order, excepting at judgment or decree remains unstayed and in effect for more than thirty (30) days; or (f) any order, judgment or decree is entered in any proceeding against Debtor decreeing the option dissolution of TextronDebtor and such order, judgment or decree remains unstayed and in effect for more than thirty (30) days.

Default. If Licensee shall be Each and every of the following will constitute default of this agreement and result in default in its automatic termination: a. Failure to pay rent when due, and the payment of fees or any part thereof or of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten failure is not cured within five (105) days (whether or not after written notice of such failure has been given to Lessee by the payment of said fees shall have been demanded), or if default shall be made in Board; or b. Failure to perform any other terms or conditions of this Lease which are the covenants or provisions herein contained on the part responsibility of Licensee to be kept and performed Lessee, and if such default shall continue for a period of ten failure is not cured within five (105) days after written notice by the Board. If the failure is caused by events beyond the Lessee’s reasonable control, the Lessee shall so inform the Board and shall use due diligence to Licensee (or if such cure the default canas soon as feasible and shall not be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period)considered in default; or c. Vacating or abandoning the Premises in excess of five (5) days without previously notifying the Board in writing; except that a temporary closing for remodeling or repairs, or if Licensee for a holiday shall make an assignment not be deemed vacation or abandonment; or d. Adjudgement as a bankrupt, or a decree or order, approving as properly filed, a petition or answer asking reorganization of the Lessee under Federal Bankruptcy Laws as now or hereafter amended, or under the laws of the State of Wisconsin, shall be entered, and any such decree, judgment or order shall not have been vacated, stayed or set aside within fifteen (15) days from the date of the entry or granting thereof; or e. Filing or admitting the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal Bankruptcy Laws as now or hereafter amended, or the Lessee shall institute any proceedings or shall give its consent to the institution of any proceedings for any relief of Lessee under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition of evidence; or f. Assignment for the benefit of creditorscreditors or application for or consent to the appointment of a receiver for Lessee; or g. An assignment, transfer, conveyance or file a voluntary petition other disposition of its interest in bankruptcy or insolvency, or shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacated, then and in any Premises without the express written consent of the said casesBoard; or h. Violation of Article 11, not withstanding any license or waiver Environmental Pollutants. Additionally, after having obtained permission from a court of any former breach of covenant or consent competent jurisdiction, the Board may re-enter the Leased Premises, remove all persons and property there from, and store such property in a former instance, it shall be lawful for Textron thereupon or public warehouse at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and the sole cost of the effective date thereof (Lessee, without becoming liable for any loss or damage, except for loss of damage resulting from willful or negligent acts of the Board, its employees or agents, and such notice having been given, this Agreement shall cease and expire on re-entry will not release the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant Lessee from liability hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textron.

Default. If Licensee shall be in default in 17.1 The Tenant covenants with the payment of fees Landlord that if the Tenant violates or neglects any part thereof covenant, agreement or of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether or not the payment of said fees shall have been demanded), or if default shall be made in any other of the covenants or provisions stipulation herein contained on its part to be kept, performed or observed and any such default on the part of Licensee to be kept and performed and if such default shall continue the Tenant continues for a period of ten (10) 15 days after written notice thereof to Licensee the Tenant by the Landlord (or provided that if such default cannot reasonably be cured remedied within such 10 day period15 days, Licensee has then the Tenant shall not commenced be in default if the Tenant commences to cure remedy the default within such 10 15-day periodperiod and proceeds with all reasonable diligence), or if Licensee shall make an any payments of Rent or any part thereof, whether the same are demanded or not, are not paid within five days after written demand by the Landlord, then and in any such case the Landlord in addition to any other remedy now or hereafter provided by law may at its option cancel and annul this Lease forthwith and re-enter and may remove all persons and property and may use such force and assistance in making such removal as the Landlord may deem advisable to recover at once full and exclusive possession of the Premises and such re-entry will not operate as a waiver or satisfaction in whole or in part of any right, claim or demand arising out of or connected with any breach or violations by the Tenant of any covenant or agreement on its part to be performed. 17.2 If the Term or any renewal thereof or any of the goods or chattels of the Tenant are at any time seized or taken in execution or attachment by any creditor of the Tenant or if the Landlord makes any assignment for the benefit of creditors, creditors or file a voluntary petition in becomes bankrupt or insolvent or takes the benefit of any bankruptcy or insolvencyinsolvency legislation, the then current month’s Rent together with the Rent accruing for the next three months will immediately become due and payable, and the Term or shall be adjudged bankrupt, or if any renewal thereof will at the estate hereby created shall be deserted or vacated, then and in any option of the said casesLandlord become forfeit and void, not withstanding any license or waiver of any former breach of covenant or consent in a former instance, and it shall be is lawful for Textron thereupon or the Landlord at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy thereafter to re-enter into or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the wholewhole and the same to have again, repossess and enjoy as of its former estate, notwithstanding anything herein contained to declare the contrary and neither this Agreement at an end and in such case expel Licensee without being guilty of Lease nor any manner of trespass without prejudice, however, to Textron’s claims for rent interests therein nor any estate hereby created will pass or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure enure to the benefit of any assignee, trustee in bankruptcy or any receiver or trustee in bankruptcy, excepting at assignee for the option benefit of Textroncreditors or otherwise by operation of law.

Default. If Licensee shall be in Any of the following occurrences or acts will constitute an event of default in the (herein “Default”) under this Mortgage: (a) failure of Mortgagor to make any payment of fees principal and/or interest within 10 days after the date when due under the Note; (b) failure by Mortgagor to pay any other monetary amounts due under this Mortgage or any part thereof other loan document within 30 days after the date on which such payment is due and payable; (c) failure of Mortgagor to fully comply with, observe or of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether or not the payment of said fees shall have been demanded), or if default shall be made in perform any other of the covenants or provisions herein contained on of the part of Licensee to be kept Note, this Mortgage or any other loan document or any other Transaction Document (as defined in the Note) and performed and if such default failure shall continue unremedied for a period of ten (10) 15 days after written notice thereof to Licensee Mortgagor specifying the default; (d) the incorrectness or if such default cannot be cured within such 10 day periodbreach of any representation or warranty made by Mortgagor in the Note, Licensee has not commenced this Mortgage or any other loan document as of the date of this Mortgage and/or while any of the indebtedness is unpaid; (e) the filing by Mortgagor of a petition in bankruptcy or for relief under any law relating to cure default within such 10 day period)the relief of debtors, readjustment of indebtedness, reorganization, arrangement or extension, or if Licensee the institution of any proceeding under any such law by Mortgagor, or the filing or institution of any such petition or proceeding by or against Mortgagor which is not dismissed within 45 days thereafter; (f) Mortgagor shall make make, enter into or consent to an assignment for the benefit of creditors; (g) if any governmental authority, or file a voluntary petition in bankruptcy or insolvencyany court at the instance thereof, shall take possession of any substantial part of the property of, or assume control over, the affairs or operations of, or a receiver or trustee shall be adjudged bankruptappointed over all or any substantial part of, or a writ or order of attachment or garnishment shall be issued or made against any of the property of Mortgagor and any such action is not dismissed or discharged within 30 days of its commencement; (h) Mortgagor admits in writing the inability to pay its debts when due; (i) if it shall be illegal for Mortgagor to pay any tax referred to in Section 1 hereof or Section 7 hereof or if the estate hereby created payment of such tax by Mortgagor would result in the violation of applicable usury laws; (j) failure by Mortgagor to comply with Sections 6 or 14 of this Mortgage; (k) final judgment for the payment of money shall be deserted or vacated, then rendered against Mortgagor and the same shall remain undischarged for a period of 30 days during which execution shall not be effectively stayed; (l) if there should occur any change in any the use of the said casesMortgaged Property without Mortgagee’s prior written consent; (m) if there should occur a default which is not cured within the applicable grace period, not withstanding if any, under any license other mortgage, deed of trust or waiver lien of all or part of the Mortgaged Property regardless of whether any former breach such other mortgage, deed of covenant trust or consent lien is prior or subordinate to this Mortgage; it being further agreed by Mortgagor that an Event of Default hereunder shall constitute an Event of Default under any such other mortgage or deed of trust held by Mortgagee; or (n) there shall occur any event which constitutes an “event of default” under any instrument, agreement or evidence of indebtedness relating to any obligation of Mortgagor in a former instancerespect of indebtedness for borrowed money the effect of which is to permit the holder or holders of such instrument, it shall be lawful for Textron thereupon agreement or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continueevidence of indebtedness, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee a trustee, agent or other representative on behalf of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand holder or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, howeverholders, to Textron’s claims cause the indebtedness for rent or other claims for breach of covenant hereunder, it being expressly understood borrowed money evidenced thereby to become due and agreed that this Agreement shall not continue or inure payable prior to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textronits stated maturity.

Default. If Licensee (a) Participant has specifically induced FINRA to enter into this Agreement based on the representations and undertakings of Participant contained herein. Strict compliance with the provisions of this Agreement is and shall be a condition precedent to Participant’s right hereunder to continue to access, receive or use the Service. Participant expressly acknowledges and agrees that FINRA shall have the rights set forth in default this Section 10 if FINRA shall determine, in its sole discretion, that one or more of the payment of fees following events or conditions occurs or is continuing: (i) Participant fails to pay any part thereof or of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten amounts due FINRA under this Agreement within thirty (1030) days after the applicable due date for such amounts specified in this Agreement; (whether ii) Any representation, warranty or not the payment of said fees shall have been demanded)certification, which is material to FINRA for regulatory, commercial or if default shall be other reasons, made by Participant in this Agreement or in any other document furnished by Participant in connection herewith was false or misleading, as of the time made or furnished; (iii) Participant defaults in the performance of any of its obligations or covenants under this Agreement, or provisions herein contained on the part of Licensee to be kept any representation, warranty or certification described in clause (ii) above becomes false or misleading, and performed and such default, falsity or misstatement (if such default shall continue curable) continues without remedy for a period of ten fifteen (1015) days after FINRA provides notice to Licensee (or Participant thereof, provided, however, that if such default default, falsity or misstatement cannot be cured remedied by Participant in good faith and with due diligence within such 10 day period, Licensee has fifteen (15) days and the failure to so remedy within fifteen (15) days does not commenced cause FINRA to cure default within such 10 day period), be in violation of applicable law or if Licensee shall make an assignment for the benefit of creditors, regulations or file a voluntary petition in bankruptcy or insolvency, or shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacatedto otherwise materially injure FINRA, then and in any an event or condition of the said cases, default under this clause will not withstanding any license be considered to exist or waiver of any former breach of covenant or consent in a former instance, it shall be lawful have occurred for Textron thereupon or at any time thereafter, during which so long as Participant commences such actions as are necessary to remedy such default, assignmentfalsity or misstatement within such fifteen (15) day period and thereafter diligently pursues such actions to remedy such default, insolvency, legal proceedings, desertion, vacancy falsity or neglect shall continuemisstatement; (iv) Participant proceeds with a proposed action in default of its obligations or covenants under this Agreement, or be in effect breach of any representation, warranty or certification, that is material to terminate this Agreement and all of Licensee’s interest hereunder FINRA for regulatory, commercial or other reasons, made by giving written Participant in connection herewith, after FINRA has provided notice to Licensee of Participant that such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant proposed action would constitute a default hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textron.;

Default. If Licensee shall be in The occurrence of any one or more of the following at the option of Lender constitutes an event of default ("Event of Default") hereunder: (a) Borrower defaults in the payment of fees principal or any part interest on the Note when and as the same shall become due and payable whether by acceleration thereof or otherwise; (b) Borrower defaults in the performance or observance of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether or not the payment of said fees shall have been demanded), or if default shall be made in any other of the covenants or provisions herein and agreements contained on in the part of Licensee Note (other than those relating to be kept payment) and performed and if such default same shall continue remain unremedied for a period of ten five (105) business days after Borrower shall receive written notice of such default from Lender, unless such cure cannot reasonably be completed within said period, then if a remedy is not commenced within said time period and diligently and continuously prosecuted to completion within sixty (60) days after notice to Licensee following the default; (c) Borrower defaults in the performance or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period), observance of any of the covenants and agreements contained in any other contracts or if Licensee shall make agreements between Borrower and Lender; (d) Borrower makes an assignment for the benefit of creditorscreditors or admits in writing its inability to pay its debts generally as they become due; or Borrower files any petition for relief under the federal Bankruptcy Code; or any order, judgment or decree is entered adjudicating Borrower bankrupt or insolvent; (e) Borrower petitions or applies to any tribunal for the appointment of a trustee, receiver or liquidator of Borrower, or file a voluntary petition in bankruptcy or insolvency, or shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacated, then and in of any substantial part of the said casesassets of or any proceedings for the voluntary liquidation and dissolution of Borrower under any bankruptcy, not withstanding any license or waiver of any former breach of covenant or consent in a former instancereorganization, it shall be lawful for Textron thereupon or at any time thereaftercompromise, during which such default, assignmentarrangement, insolvency, legal proceedingsreadjustment of debt, desertiondissolution or liquidation law of any jurisdiction, vacancy whether now or neglect shall continuehereafter in effect; (f) any such petition or application is filed, or be in effect to terminate this Agreement any such proceedings are commenced, against Borrower and all of Licensee’s interest hereunder Borrower by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been givenany act indicates its approval thereof, this Agreement shall cease and expire on the date named consent thereto or acquiescence therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the wholeorder, and to declare this Agreement at an end and in judgment or decree is entered appointing any such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assigneetrustee, receiver or trustee liquidator, or approving the petition in bankruptcyany such proceedings and such order, excepting at judgment or decree remains unstayed and in effect for more than thirty (30) days; (g) any order, judgment or decree is entered in any proceeding against Borrower decreeing the option dissolution of TextronBorrower and such order, judgment or decree remains unstayed and in effect for more than thirty (30) days; or (h) Borrower defaults in the performance of any of its obligations herein.

Default. If Licensee It is expressly understood and agreed that if the rents above, or any part thereof, shall be in default in the payment of fees or any part thereof or of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether or not the payment of said fees shall have been demanded)arrears, or if default shall be made in any other of the covenants or provisions of agreements herein contained on the part of Licensee to be kept and performed and if such default shall continue for a period of by Tenant, Landlord may, at Landlord’s election, give Tenant ten (10) days after written notice of Landlord’s intent to Licensee terminate said Lease; provided however, that during said ten (or if such default cannot be cured within such 10 10) day period, Licensee has not commenced Tenant may correct defaults as set forth in said notice and avoid forfeiture thereof. Upon termination of this Lease pursuant to cure default within the preceding paragraph, Tenant shall peacefully surrender the premises to Landlord, and Landlord may upon such 10 day period), or if Licensee shall make an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy or insolvency, or shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacated, then and in any of the said cases, not withstanding any license or waiver of any former breach of covenant or consent in a former instance, it shall be lawful for Textron thereupon termination or at any time thereafterafter such termination, during which such defaultwithout further notice, assignmentrent the Premises. If Tenant fails to peacefully surrender the Premises, insolvencythe Landlord may repossess it by force, legal summary proceedings, desertion, vacancy or neglect shall continueejectment, or be in effect to terminate this Agreement otherwise and may dispossess Tenant and remove Tenant and all of Licensee’s interest hereunder by giving written notice to Licensee of other persons and property from the Premises. At any time after such termination and of the effective date thereof (and such notice having been giventermination, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into Landlord may relet the Premises or any part thereof in the name of Landlord or otherwise for such term (which may be greater or lesser than the wholeperiod which would otherwise have constituted the balance of the term of this Lease) and on such conditions (which may include concessions or free rent) as Landlord, in Landlord’s discretion may determine and may collect and receive the rents therefor. Landlord shall in no way be responsible for or liable for any failure to relet the Premises or any part thereof or for any failure to collect any rent due upon such reletting. No such termination of this Lease shall relieve Tenant of Tenant’s liability and obligations under this Lease, and to declare this Agreement at an end such liability and in obligations shall survive any such case expel Licensee without being guilty termination. In the event of any manner such termination, whether or not the Premises or any part thereof shall have been relet, Tenant shall pay to Landlord the rent required to be paid up by Tenant up to the time of trespass without prejudicesuch termination, howeverand thereafter, Tenant, until the end of what would have been the term of this Lease in the absence of such termination shall be liable to Textron’s claims Landlord for, and shall pay to Landlord as and for rent or other claims for breach of covenant hereunder, it being expressly understood liquidated and agreed that damages for Tenant’s default; (A) The equivalent of the amount of rent which would be payable under this Agreement shall not continue or inure Lease by Tenant if this Lease were still in full force and effect, Less (B) The net proceeds of any reletting effected pursuant to the benefit provisions of any assigneethe preceding subparagraph, receiver or trustee after deducting all of Landlord’s reasonable expenses in bankruptcyconnection with such reletting, excepting at the option including, but not limited to, all repossession costs, brokerage commissions, legal expenses, attorneys’ fees, alteration costs and expenses of Textronpreparation for such reletting.

Default. If Licensee The following events shall be in default in the payment considered an "Event of fees Default": (i) Merchant becomes subject to any voluntary or any part thereof involuntary bankruptcy, insolvency, winding-up, reorganization or of other sums payable by Licensee hereunder at the times and places herein fixed liquidation proceeding, a receiver is appointed for the payment thereof and said default shall continue ten (10) days (whether or not the payment of said fees shall have been demanded)Merchant, or if default shall be made in any other of the covenants or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue for a period of ten (10) days after notice to Licensee (or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period), or if Licensee shall make Merchant makes an assignment for the benefit of creditors, or file admits its inability to pay its debts as they become due; or (ii) Merchant fails to pay or reimburse the fees, expenses or charges referenced herein when they become due; or (iii) Merchant is in default of any terms or conditions of this Agreement whether by reason of its own action or inaction or that of another; or (iv) Processor reasonably believes that there has been a voluntary petition material deterioration in bankruptcy or insolvencyMerchant's financial condition; or (v) any standby letter of credit, if and as may be required pursuant to Section 20, will be cancelled, will not be renewed, or shall be adjudged bankruptis not in full force and effect; or (vi) Merchant ceases to do business as a going concern, or if there is a change in ownership of Merchant which changes the estate hereby created shall be deserted identity of any person or vacatedentity having, then directly or indirectly, more than 30% of either the legal or beneficial ownership of Merchant; or (vii) Merchant revokes the Pre-Authorized Debit Agreement. Where this Agreement is terminated, including pursuant to this Section 13, ▇▇▇▇▇▇▇▇ will remain responsible for paying any amounts owed to Processor under this Agreement and the terms of this Agreement will remain in effect for any transactions submitted to Processor through the termination date. Without limiting the generality of the said casesforegoing, not withstanding any license or waiver Processor’s right to debit the Account will survive termination until such time as all credits and debits permitted by this Agreement and the PAD Agreement have been made. Upon the occurrence of any former breach an Event of covenant or consent in a former instanceDefault, it shall be lawful for Textron thereupon or Processor may at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to thereafter terminate this Agreement and all of Licensee’s interest hereunder by giving Merchant written notice thereof. However, except in instances where immediate termination is required by any Association or if Member Bank and/or Processor reasonably believe that the Event of Default poses material risk to Licensee either of them or involves a violation of applicable law, Merchant will have 30 days following Processor’s notice to cure an Event of Default under Section (ii), (iii), (iv) or (v) prior to termination under this section. Termination of Merchant for any reason shall not relieve Merchant from any liability or obligation to Processor. If, prior to the date on which the then current term of this Agreement is scheduled to expire, either this Agreement is terminated by Processor as specifically permitted by this Agreement (except for a termination for convenience by Processor as set forth in Section 9.B herein), or Merchant for any reason discontinues receiving the Services from Processor (except as may be specifically permitted by this Agreement but excluding a termination for convenience by Merchant as set forth in Section 9.B herein), Merchant shall be liable to Processor for liquidated damages in an amount equal to the average monthly revenue (which does not include interchange and other Association fees) payable to Processor as a result of this Agreement for the three calendar months in which such termination revenue was the highest during the preceding 12 calendar months, or such shorter period if this Agreement has not been in effect for 12 months, multiplied by the number of months remaining during the then current term of this Agreement. ▇▇▇▇▇▇▇▇ recognizes and agrees that the liquidated damages are fair and reasonable because it is not possible to establish the actual increase in volume and activity by Merchant during the term of this Agreement. Merchant shall also reimburse Processor for any damage, loss or expense incurred by Processor as a result of a breach by Merchant, including any damages set forth in any addendum and/or schedule and/or exhibit hereto and including all past due, unpaid and/or future invoices for services rendered by Processor in connection with this Agreement. All such amounts shall be due and payable by Merchant upon demand. Processor shall also have the option to require Merchant to reacquire all outstanding sales transactions acquired by Processor hereunder. In addition to, and not in limitation of the effective date thereof (and such notice having been givenforegoing, this Agreement shall cease and expire on Processor may refuse to provide the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof Services in the name of event it has not been paid for the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of TextronServices as provided herein.

Default. If Licensee A party shall be deemed to be in default in of this Agreement only upon the payment expiration of fees or any part thereof or of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue thirty (30) days (ten (10) days (whether or not in the payment event of failure to pay money) from receipt of written notice from the other party specifying the particulars in which such party has failed to perform the obligations of this Agreement unless such party, prior to the expiration of said fees shall have been demandedthirty (30) days (ten (10) days in the event of failure to pay money), has rectified the particulars specified in said notice of default. However, such party shall not be deemed to be in default if such failure (except a failure to pay money) cannot be rectified within said thirty (30) day period and such party is using good faith and its best efforts to rectify the particulars specified in the notice of default. Except where otherwise specifically stated herein to the contrary, in the event of a default by Licensor in the performance of any of the terms, covenants, conditions and agreements contained herein as to any Store or if default Stores, Licensee may terminate this Agreement as to any such Store or Stores, or as to all Stores, upon ten (10) days prior written notice to Licensor without prejudice to any other rights or remedies provided by law. In the event of any such termination, the Deposit (or balance thereof) shall be made in any other of the covenants or provisions herein contained on the part of returned by Licensor to Licensee to be kept and performed and if such default shall continue for a period of within ten (10) days after notice the date of such termination without deduction for any amounts due and payable by Licensee to Licensor hereunder. Except where otherwise specifically stated herein to the contrary, in the event of a default by Licensee (or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period), or if Licensee shall make an assignment for in the benefit performance of creditors, or file a voluntary petition in bankruptcy or insolvency, or shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacated, then and in any of the said casesterms, not withstanding covenants, conditions and agreements contained herein as to any license Store or waiver of any former breach of covenant or consent in a former instanceStores, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to Licensor may terminate this Agreement as to any such Store or Stores, or as to all Stores, upon ten (10) days prior written notice to Licensee, re-enter the Licensed Premises, either with or without process or law, expel and remove from the Licensed Premises all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of 's personal property (including, without limitation, the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named thereinMachines), and/or, at Textron’s option, and repossess and enjoy the Licensed Premises without demand prejudice to any other rights or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textronremedies provided by law.

Default. If Licensee (a) Notwithstanding anything to the contrary contained in this Agreement, the occurrence of the following events shall be in constitute a default under, and a breach of, this Agreement (a “Default”): (i) any failure to make a Quarterly Payment, a 4Q Payment, a Cash True-Up Payment or Accrued Amount when due and payable (except any such amount subject to a Financial Covenant Deferral or a Default Deferral); (ii) any material breach of this Agreement that is not curable or, if curable, is not cured within thirty (30) days of written notice thereof; (iii) the failure by Transportation Systems or any of its Restricted Subsidiaries to make any payment when due (after giving effect to any applicable grace period) under any Material Indebtedness; or (iv) any default in the payment performance of fees any agreement or condition contained in the Principal Credit Agreement, or any part thereof other event or condition, the effect of which default or other sums payable by Licensee hereunder event or condition is to cause, or to permit the creditors under the Principal Credit Agreement to cause, the indebtedness under the Principal Credit Agreement to become due prior to its stated maturity or to be required to be repurchased, prepaid, redeemed or deferred prior to its stated maturity; provided, that, (A) in the case of clause (iv) above, any such Default shall be deemed to have occurred only if (x) sixty (60) calendar days have passed since the first date on which a Default would otherwise have been deemed to occur thereunder (such date, the “Default Date”) and (y) thirty (30) calendar days have passed since Payee provides written notice (a “Payment Default Notice”) of such default to the Senior Agent (and each Financial Representative for any other Senior Indebtedness having commitments or an outstanding principal amount of at least $25,000,000, as converted into Euros in accordance with Section 2.6(d)), which such Payment Default Notice may be delivered on or after the times Default Date, and places herein fixed for during such sixty (60) calendar day and thirty (30) calendar day periods, the payment thereof relevant creditors under the Principal Credit Agreement have not waived such default and said default (B) in the case of clauses (i), (ii) and (iii) above, any such Default shall continue ten be deemed to have occurred only if thirty (1030) days have passed since Payee provides a Payment Default Notice to the Senior Agent (whether or not the payment of said fees shall have been demanded), or if default shall be made in and each Financial Representative for any other Senior Indebtedness having commitments or outstanding principal amount of the covenants or provisions herein contained on the part of Licensee to be kept at least $25,000,000, as converted into Euros in accordance with Section 2.6(d)) and performed and if during such default shall continue for a period of ten thirty (1030) days after notice to Licensee (or if such default cannot be cured within such 10 calendar day period, Licensee Payee has not commenced to cure default within waived such 10 day period)default. (b) Promptly, or if Licensee shall make an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy or insolvency, or shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacated, then and in any of the said casesevent within five (5) Business Days, not withstanding any license or waiver upon obtaining knowledge of any former breach of covenant or consent in a former instanceDefault, it Payor shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written deliver notice to Licensee of such termination Default to Payee in accordance with Section 4.9, specifying the nature of such Default and of the effective date thereof (and such notice having been givenwhat actions Payor has taken, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand is taking or notice, and without process of law proposes to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textrontake with respect thereto.

Default. If Licensee shall be (i) defaults in the payment of the fees payable by it hereunder or fails to perform any other of its obligations under this Agreement, and Licensee fails to cure such default within a period of fifteen (15) days after written notice from Licensor, or (ii) Licensee defaults in the payment of fees or any part thereof performance of its other obligations under that certain License Agreement between Licensee and American Drug Stores, Inc. ("ADS") dated of even date herewith, and such default is not cured within the grace period provided therein, or (iii) Corral United, Inc., an affiliate of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether or not Licensee, defaults in the payment of said fees shall have been demanded)or performance of its obligations under that certain License Agreement between Corral United, or if default shall be made in any other Inc. and ADS dated of the covenants or provisions herein contained on the part of Licensee to be kept even date herewith and performed and if such default shall continue for a period of ten (10) days after notice to Licensee (or if such default canis not be cured within such 10 day periodthe applicable grace period provided therein, Licensee has not commenced to cure default within such 10 day period)then, or if Licensee shall make an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy or insolvency, or shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacated, then and in any of such events, Licensor shall have all rights and remedies now or hereafter provided by law and, in addition, may do any one or more of the said cases, not withstanding any license or waiver of any former breach of covenant or consent in a former instance, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate following: (a) Terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee; resume possession of the space occupied by Licensee in the Licensed Locations; retain all Devices, fixtures, and other personal property of Licensee remaining on such space and full right and authority to sell, lease, or otherwise dispose of the same or to store the same, all at the expense of Licensee; and to recover from Licensee all fees due under this Agreement had it not been terminated, less the net amount realized by Licensor from any such sale, lease, or other disposition. (b) Without terminating this Agreement, reenter and assume possession of the space so licensed and of all Devices, fixtures, and other personal property of Licensee located therein and relet the space and sell, lease, or otherwise dispose of the Devices, fixtures, and other personal property, all on such terms and conditions as Licensor deems advisable, and in any such event, Licensee shall pay promptly upon demand the difference between the fees due under this Agreement for the period of such termination reletting (but not beyond the term of this Agreement) and the net amount received by Licensor from such reletting and from such sale, lease, or other disposition. (c) To treat all amounts due and not paid by Licensee to the date of such default, together with all amounts payable under this Agreement during the remaining term of this Agreement following such default, as an indebtedness of Licensee immediately due and payable to Licensor and recover the same, together with interest thereof at the rate of 150 percent of the effective date thereof (prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such default and adjusted as of the first day of each month during the period of such notice having been givendefault, this Agreement shall cease both before and expire on after judgment from the date named therein)of such default until paid, and/orbut not to exceed the greater of 24 percent per annum or the highest amount permitted by applicable law. In the event of any such default, at Textron’s optionLicensee shall have no right to remove any Devices, without demand fixtures, or noticeother personal property of Licensee from the space licensed, and without process Licensor shall have a lien thereon as security for the payment of law to enter upon and into all amounts due Licensor under the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of TextronAgreement.

Default. If Licensee 18.1 With respect to all payments required to be made by FRONTIER hereunder, including, without limitation, payment of the IRU Fee and all other amounts payable by FRONTIER hereunder, in the event FRONTIER shall fail to make a payment by the date due and payable hereunder, from and after such date, (i) such unpaid amount shall bear interest until paid at a rate equal to the rate set forth in Article XXX and (ii) if such payment is due with respect to a Segment on or prior to the Acceptance Date of such Segment, the Estimated Delivery Date for such Segment shall be extended by a number of days equal to the number of days that elapse from the date such payment is due until paid. In the event any amount or amounts due and payable hereunder remain unpaid for a period of eighty (80) days after written notice from QWEST to FRONTIER, and the amount thereof is not in default bona fide dispute, then QWEST may, in the payment of fees or any part thereof or of its sole and absolute discretion and in addition to its other sums payable by Licensee hereunder at the times rights and places herein fixed for the payment thereof and said default shall continue remedies hereunder, after ten (10) days (whether prior written notice to FRONTIER and the failure of FRONTIER to pay such amount within such ten-day period, terminate any and all of its obligations hereunder with respect to any Segment or Segments as to which the Acceptance Date has not yet occurred or the grant of the IRU with respect to which has not yet become effective, and to apply any and all amounts previously paid by FRONTIER hereunder with respect to such Segment or Segments toward the payment of said fees shall have been demanded), or if default shall be made in any other amounts then or thereafter payable by FRONTIER hereunder. With respect to all of its other obligations hereunder, in the covenants or provisions herein contained on the part of Licensee event FRONTIER shall fail to be kept perform a non-payment obligation and performed and if such default failure shall continue for a period of ten thirty (1030) days after QWEST shall have given FRONTIER written notice to Licensee of such failure, FRONTIER shall be in default hereunder unless FRONTIER shall have cured such failure or such failure is otherwise waived in writing by QWEST within such thirty (or if 30) days; provided, however, that where ----------------- such default failure cannot reasonably be cured within such 10 30-day period, Licensee has not commenced if FRONTIER shall proceed promptly to cure the same and prosecute such cure with due diligence, the time for curing such failure shall be extended for such period of time as may be necessary to complete such cure; and provided further that if ---------------- FRONTIER certifies in good faith to QWEST in writing that a non-payment failure has been cured, such failure shall be deemed to be cured unless QWEST otherwise notifies FRONTIER in writing within fifteen (15) days of receipt of such notice from FRONTIER. FRONTIER shall be in default within such 10 day period), hereunder (i) automatically upon the making by FRONTIER or if Licensee shall make an Frontier Corporation of a general assignment for the benefit of its creditors, the filing by FRONTIER or file Frontier Corporation of a voluntary petition in bankruptcy or insolvencythe filing by FRONTIER or Frontier Corporation of any petition or answer seeking, consenting to, or shall be adjudged bankruptacquiescing in reorganization, arrangement, adjustment, composition, liquidation, dissolution, or similar relief; (ii) one hundred twenty (120) days after the filing of an involuntary petition in bankruptcy or other insolvency protection against FRONTIER or Frontier Corporation which is not dismissed within such one hundred twenty (120) days, or (iii) upon any default by Frontier Corporation under the Guaranty, which default is not cured within the relevant cure period, if any, provided with respect thereto under the estate hereby created Guaranty. Except as otherwise provided in this Section 18.1, upon any default by FRONTIER, after written notice thereof from QWEST, QWEST may (i) take such action as it determines, in its sole discretion, to be necessary to correct the default and, subject to Section 13.1, recover from FRONTIER its reasonable costs incurred in correcting such default, and (ii) pursue any legal remedies it may have under applicable law or principles of equity relating to such default, including specific performance. Notwithstanding any other provision of this Agreement, QWEST acknowledges and agrees that QWEST shall be deserted have no right to terminate the IRU or vacated, then and in any of the said casesrights and interests of FRONTIER hereunder with respect to any Segment for which the IRU Fee relating thereto has been fully paid. (a) With respect to its obligation to complete the construction, not withstanding installation, and satisfactory Fiber Acceptance Testing of the FRONTIER Fibers comprising a particular Segment by the Estimated Delivery Date with respect to such Segment pursuant to Section 3.2, the parties acknowledge and agree that it is in their mutual best interest to work together in a cooperative effort to determine whether and to what extent any license event or waiver occurrence that is reasonably likely to cause a delay in the delivery of a Segment hereunder, as a result of any former breach force majeure event or other occurrence described in Article XX or otherwise, can be terminated, resolved or avoided, and to cause the construction, installation and delivery of covenant the Segment to be completed in the most expeditious and practical manner feasible under the circumstances. Accordingly, within three (3) months following its discovery of an event or consent in occurrence that QWEST reasonably believes is likely to cause (i) an extension of the Estimated Delivery Date of one hundred twenty (120) days or more pursuant to Article XX or (ii) a former instanceDelivery Default (as defined pursuant to Section 18.2(d) below), it QWEST shall be lawful for Textron thereupon give written notice to FRONTIER of such event or at any time thereafteroccurrence. Thereupon, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate each of QWEST and FRONTIER (i) will designate a senior executive officer with decision-making authority and familiarity with this Agreement and all of Licensee’s interest hereunder by giving written notice the relevant issue hereunder, and (ii) may designate one technical representative and one financial representative, to Licensee participate in the following resolution efforts. Each of such termination designees shall participate in such meetings, promptly scheduled at mutually agreed upon times and places, as may be necessary or appropriate to discuss in good faith the status of construction of the effective date thereof affected Segment, the reason or reasons for the anticipated Estimated Delivery Date extension or Delivery Default, various possible and practical means by which the event(s) or occurrence(s) causing such anticipated Estimated Delivery Date extension or Delivery Default might be terminated, avoided or resolved, including, without limitation, possible modifications to the route, selection of right-of-way, or manner of construction of the affected Segment, and (iii) use their best efforts to settle upon and implement a procedure by which such notice having event(s) or occurrence(s) may be terminated, avoided or resolved and the construction, installation and delivery of the affected Segment completed in an expeditious and economically practical and feasible manner under the circumstances. The parties acknowledge and agree that, because the QWEST System includes or will include other participants, including owners and holders of Dark Fiber IRUs and telecommunication system operations, such meetings may, and likely will, involve designees and representatives of such other participants, and the resolution of any matters so acted upon will require the cooperative efforts of, and have to be structured, to the extent feasible, in an effort to meet the needs of all such participants. The parties hereto further acknowledge and agree that no failure of the parties hereto to resolve, or to agree upon a manner in which they might resolve, any issue addressed hereunder shall impair, adversely affect or invalidate any of their respective rights, claims or remedies under this Agreement. (b) If, notwithstanding the efforts of the parties pursuant to Section 18.2(a): (i) (A) a force majeure event or occurrence described in Article XX causing an anticipated Estimated Delivery Date extension has not been giventerminated, this Agreement shall cease and expire on avoided or resolved by the date named therein)that is twelve (12) months following QWEST's discovery of such event or occurrence, and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textron.and

Default. If Licensee This Senior Note and all amounts due hereunder shall be become immediately due and payable in cash at the election of the Senior Subordinated Majority upon the occurrence at any time of any of the following events of default (individually, an “Event of Default” and collectively, “Events of Default”): (a) default in the payment when due of fees any portion of the Principal Amount or any Interest thereon; (b) the liquidation, termination of existence, dissolution or the appointment of a receiver or custodian for the Company or any part thereof of its property if such appointment is not terminated or dismissed within thirty (30) days; (c) the institution against the Company or any endorser or guarantor of this Senior Note of any proceedings under the United States Bankruptcy Code or any other sums payable federal or state bankruptcy, reorganization, receivership, insolvency or other similar law affecting the rights of creditors generally, which proceeding is not dismissed within thirty (30) days of filing; (d) the institution by Licensee hereunder at the times and places herein fixed Company or any endorser or guarantor of this Senior Note of any proceedings under the United States Bankruptcy Code or any other federal or state bankruptcy, reorganization, receivership, insolvency or other similar law affecting the rights of creditors generally or the making by the Company or any endorser or guarantor of this Senior Note of a composition or an assignment or trust mortgage for the payment thereof and said default shall continue ten benefit of creditors; (10e) days (whether the material breach of any covenant set forth in the Note Purchase Agreement or not the payment of said fees shall have been demanded), or if default shall be made in any other of the covenants or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue for a period of this Senior Note which breach remains uncured ten (10) days after written notice thereof by any Noteholder to Licensee the Company; (or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period), or if Licensee shall make f) the occurrence of an assignment for Event of Default under the benefit Junior Notes; (g) the failure of creditors, or file a voluntary petition in bankruptcy or insolvency, or shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacated, then and in any of the said cases, not withstanding any license Company’s representations or waiver warranties set forth in Article II of the Note Purchase Agreement to be true and correct (i) in all respects on the Initial Closing Date (as defined in the Note Purchase Agreement) or (ii) in all material respects on each Subsequent Closing Date (as defined in the Note Purchase Agreement); or (h) the occurrence of any former breach event upon which, whether with the giving of covenant notice, the passage of time or consent in a former instanceotherwise, it would allow the Holder or holders of any indebtedness of the Company or any of its subsidiaries to accelerate or otherwise demand repayment or repurchase prior to the scheduled maturity thereof of any such indebtedness or the acceleration of any such indebtedness. Upon the occurrence of an Event of Default, the Holder shall be lawful for Textron thereupon have then, or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be all of the rights and remedies afforded by the Uniform Commercial Code as from time to time in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name State of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent Delaware or afforded by other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textronapplicable law.

Default. If Licensee The happening of any of the following shall constitute default by the Debtor hereunder: (a) if the Debtor shall default in making any payment due to the Secured Party with respect to the Indebtedness; (b) if the Debtor shall be in default under or be in breach of any provision of this Agreement or of any other agreement between the Debtor and the Secured Party including any promissory note; (c) if the Debtor shall fail to pay any charges, rents, taxes, or rates on leasehold property, or other charges of a like nature, or if the Debtor fails to observe and perform any of the covenants, payments or conditions in any lease, license, concession, agreement, mortgage, agreement for sale, charge or encumbrance; (d) if the Debtor makes default in the payment of fees the principal or any interest forming part thereof of the Indebtedness; (e) if an order shall be made or of other sums payable by Licensee hereunder at the times and places herein fixed an effective resolution passed for the payment thereof and said default shall continue ten (10) days (whether or not winding up of the payment of said fees shall have been demanded)Debtor, or if default shall be made in any other a petition is filed for the winding-up of the covenants or provisions herein contained on Debtor; (f) if the part of Licensee to be kept and performed and if such default shall continue for a period of ten (10) days after notice to Licensee (or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period), or if Licensee Debtor shall make an assignment for the benefit of creditors, creditors or file a voluntary petition in bankruptcy or insolvency, or shall be adjudged declared bankrupt, or if a custodian or receiver or receiver and manager or other officer with similar powers be appointed with respect to the estate hereby created shall be deserted Debtor or vacated, then and in any of the said casesDebtor's property or if the Debtor voluntarily files a petition in bankruptcy, or commits any act of bankruptcy or proposes to take the benefit of any provision of the Companies Creditors Arrangement Act as now or hereafter in force or makes any arrangement with its creditors pursuant to the terms of the Business Corporations Act of Alberta or the Canada Business Corporations Act as now or hereafter in force; (g) if the Debtor ceases or demonstrates an intention to cease carrying on business; (h) if the Debtor passes or purports to pass any resolution or takes or purports to take any corporate proceedings to enable it to take proceedings for its dissolution, liquidation or amalgamation; (i) if the Debtor shall lose its charter by expiration, forfeiture or otherwise or if a receiver or a receiver-manager for all or any part of the Debtor's assets or any other party with like powers shall be appointed; (j) except for sales of Inventory in the ordinary course of business, if any assets of the Debtor are either directly or indirectly (including, without limitation, by way of transfer or sale of shares) sold, transferred, removed, alienated or disposed of in any manner whatsoever by the Debtor without the written consent of the Secured Party, not withstanding any license or waiver of any former breach of covenant or consent in a former instance, it shall to be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continueunreasonably withheld, or be if the Secured Party, in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of its sole discretion, deems the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises Debtor's assets or any part thereof are in danger of being sold, transferred, assigned, conveyed, removed, alienated or disposed of; (k) if the name Secured Party, acting commercially reasonably, deems itself insecure or decides that the Collateral is or is likely to be in jeopardy or the Secured Party has commercially reasonable grounds to believe that the prospect of payment or performance of the whole, obligations of the Debtor is or is likely to be impaired; (l) if the Security Interest granted to the Secured Party hereunder shall cease to be in full force and to declare this Agreement at an end and in such case expel Licensee without being guilty effect or the validity thereof or of any manner of trespass the obligations of the Debtor hereunder shall be disaffirmed by or on behalf of the Debtor; (m) Any of the representations and warranties in this agreement were incorrect in any material respect when made or deemed to have been made; (n) Any encumbrancer takes possession or purports to or attempts to take possession of the Collateral or any part thereof without prejudice, however, to Textron’s claims for rent the prior written consent of the Secured Party had and received; (o) Any execution or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit process of any assignee, receiver court becomes enforceable against the Debtor or trustee in bankruptcy, excepting at any distress or analogous process is levied upon the option of TextronCollateral or any part thereof.

Default. If Licensee The Obligations shall become immediately due and payable in full at the option of Agent upon the occurrence of any one or more of the following (an “Event of Default”): (a) the occurrence of an Event of Default, as defined in the Credit Agreement; (b) Borrower shall fail to pay any Imposition on or before the date such Imposition may be paid without any penalty, interest or other premium; (c) Borrower shall fail to pay timely any premiums for insurance required under Section 7 or Borrower shall fail to reimburse Agent on demand for premiums paid by it on the insurance required under Section 7; (d) Borrower shall directly or indirectly create, suffer or permit to be created or to stand against the Property or against the rents, issues and profits therefrom, any lien, security interest, charge, mortgage, deed of trust or other encumbrance not expressly permitted herein or in the Credit Agreement without in each instance obtaining Agent’s prior written consent thereto; (e) Borrower’s default in the payment observance or performance of fees any other covenant of Borrower hereunder (other than a covenant the performance or observance of which is specifically referred to elsewhere in this Section 15), which default is not cured within 30 days after Agent gives Borrower notice thereof; (f) Borrower shall sell, convey, alienate, assign or otherwise transfer the Property, or any part thereof or interest therein, in any manner, whether voluntary, involuntary, by operation of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether law or not the payment of said fees shall have been demanded)otherwise, or if default Borrower shall be made in enter into any other of agreement, written or oral, to so sell, convey, alienate, assign or otherwise transfer the covenants or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue for a period of ten (10) days after notice to Licensee (or if such default cannot be cured within such 10 day periodProperty, Licensee has not commenced to cure default within such 10 day period), or if Licensee shall make an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy or insolvency, or shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacated, then and in any of the said cases, not withstanding any license or waiver of any former breach of covenant or consent in a former instance, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in or interest therein; (g) there shall occur a default or an event of default under any other deed of trust, mortgage or like real property security instrument which encumbers the name Property, or under any document evidencing any obligation secured thereby, or any foreclosure or similar proceeding shall commence with respect to the Property; (h) Borrower shall deliver to Agent any notice terminating or purporting to terminate, or Borrower shall take any other action to terminate or purporting to terminate, the operation of this Mortgage as security for any future advances or future obligations; or (i) the filing of any action to condemn, acquire by eminent domain or otherwise take any part of the wholePremises or Building which, in Agent’s determination, materially and to declare this Agreement at an end adversely affects the use or intended use of the Property as a whole or otherwise materially and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textronadversely affects Borrower’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textronbusiness prospects.

Default. If Licensee The provisions of Section 3 notwithstanding, in the event of default, the ▇▇▇▇▇ Board of Directors may declare the entire unpaid amount of indebtedness evidenced by this Note, including interest, immediately due and payable. A default hereunder shall preclude further participation by the Fellow in the South Carolina Teaching Fellows Program. The following events in addition to those otherwise set forth herein and not by way of limitation, shall be considered a default hereunder: a) Failure to meet required GPA and credit hours; b) Failure to maintain satisfactory progress toward graduation with licensure to teach as defined by the institution and State of South Carolina; c) Failure to comply with any of the terms and conditions stated herein; d) Failure to pursue a full-time program in default teacher education or course work leading to teacher certification, or permanent withdrawal from college for any reason; e) Failure to be admitted to the college’s teacher education program by the junior year; f) Withdrawal or expulsion from the college or university; g) Failure to notify ▇▇▇▇▇ of a change in the payment of fees Fellow’s name, address, telephone number or any part thereof or of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten school enrollment status within thirty (1030) days (whether or not the payment of said fees shall have been demanded), or if default shall be made in any other of the covenants or provisions herein contained on the part of Licensee change; h) Failure to be kept and performed and if such default shall continue for a period of ten notify ▇▇▇▇▇ in writing within ninety (1090) days after notice to Licensee (or if such default cannot be cured within such 10 day periodof the Fellow’s graduation of the Fellow’s intentions concerning forgiveness of the indebtedness evidenced by this Note; i) Insolvency, Licensee has not commenced to cure default within such 10 day period), or if Licensee shall make an assignment for the benefit of creditors, creditors or file the filing of a voluntary petition in bankruptcy by or insolvencyon behalf of the Fellow; j) Use of the proceeds of this Note for other than payment of costs of attendance at an institution of higher education participating in the South Carolina Teaching Fellows Program; k) Any representation, warranty or shall be adjudged bankrupt, statement made or if furnished to ▇▇▇▇▇ by or on behalf of the estate hereby created shall be deserted or vacated, then and Fellow in connection with this Note proving to have been false in any material respect when made or furnished; l) Failure to perform any obligation, liability or agreement contained or referred to herein, including adherence to the Repayment Schedule; m) Conviction or plea of guilty of a felony or other crime other than minor traffic violations. n) Failure to make a payment when due. o) Determination that the Fellow is illegally within the United States. Failure of the ▇▇▇▇▇ Board of Directors or any subsequent holder of this Note to exercise any option available to said casesholder shall not constitute a waiver of the right to exercise such option in the event of a future default. No delay or omission on the part of the ▇▇▇▇▇ Board of Directors or any subsequent holder of this note in exercising any right hereunder shall operate as a waiver of such right or of any other right of such holder nor shall any delay, not withstanding omission or waiver on any license one occasion be deemed a bar to or waiver of the same or any former breach other right on any future occasion. Upon default, ▇▇▇▇▇ will notify the Fellow, in writing, of covenant such default. The notice of default will be by certified mail, return receipt requested, and regular U.S. mail addressed to the Fellow at the last address on file with ▇▇▇▇▇. Refusal or consent in a former instance, it non-delivery at that address shall be lawful for Textron thereupon or at any time thereafter, during which such deemed delivery after seven (7) days. Upon default, assignment▇▇▇▇▇ may disclose that the Fellow has defaulted, insolvencyalong with other relevant information, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, surety and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textroncredit bureau organizations.

Default. If Licensee Borrower shall be in default (“Default”) under this Agreement and the Loan Documents in the payment of fees event that Borrower, any Guarantor and Debtor, or any part thereof other party guarantying or of securing the Loan: a. fails to pay any monetary obligation to Lender; b. fails to perform any obligation or breaches any warranty or covenant to Lender contained in this Agreement or the Loan Documents or any other sums payable by Licensee hereunder at present or future written agreement with Lender; c. allows or causes the times and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether or not the payment of said fees shall have been demanded)Collateral to be damaged in any material respect, destroyed, lost stolen, seized, or if default shall confiscated to the extent not covered by insurance and it could reasonably be made expected to result in any other of the covenants a material and adverse change in Borrower’s business operations or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue for financial condition, taken as a period of ten (10) days after notice to Licensee (or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period)whole, or if Licensee shall make materially affect the Collateral; d. seeks to revoke, terminate or otherwise limit its liability to Lender under the Loan Documents; e. is dissolved or terminated, ceases to operate its business, becomes insolvent, makes an assignment for the benefit of creditors, or file becomes the subject of any bankruptcy, insolvency or debtor rehabilitation proceeding; or f. shall be in material default under any note, loan agreement, indenture, mortgage, deed of trust, security agreement or any other agreement or obligation to which they are a voluntary petition in bankruptcy or insolvencyparty, or shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacated, then and in by which any of their respective properties may be bound, whether with Lender or some third party which default could reasonably be expected to result in a material and adverse change, taken as a whole, in the said business operations or financial condition of Borrower or materially affect the Collateral. During any time while the Borrower is in Default, the Lender is not required to make any additional advances under the Line. A Default shall become an “Event of Default” if: i. The Default by its nature cannot be cured or remedied through the efforts of Borrower. ii. In the case of failure to pay principal, interest or other monetary obligation under the Loan Documents, the Default is not cured within ten (10) days following written notice from Lender to Borrower. iii. In the case of a breach of the covenants in Paragraph 5aq, ten (10) days after the submission of the applicable compliance certificate showing the breach, if an investment in the Borrower in the form of additional equity or Subordinated Liabilities is not made such that, had the investment been made on the final day of the testing period, the covenant would not have been breached. iv. In all other cases, the Default is not withstanding any license cured or waiver of any former breach of covenant or consent in a former instance, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving remedied within thirty (30) days following written notice from Lender to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textron.Borrower

Default. If Licensee In the event that: (a) The LESSEE shall be in default in the payment of fees any installment of rent or any part thereof or of other sums payable by Licensee hereunder at the times sum herein specified and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether or not the payment of said fees shall have been demanded), or if default shall be made in any other of the covenants or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue for a period of ten (10) days after written notice to Licensee thereof; or (b) The LESSEE shall default in the observance or if performance of any other of the LESSEE'S covenants, agreements, or obligations thereunder and such default canshall not be cured corrected within such 10 day periodthirty (30) days after written thereof; or (c) The LESSEE shall be declared bankrupt or insolvent according to law, Licensee has not commenced to cure default within such 10 day period)or, or if Licensee any assignment shall make an assignment be made of LESSEE'S property for the benefit of creditors, then the LESSOR shall have the right thereafter, while such default continues, to re-enter and take complete possession of the leased premises, to declare the term of this lease ended, and remove the LESSEE'S effects, without prejudice to any remedies which might be otherwise used for arrears of rent or file a voluntary petition in bankruptcy or insolvencyother default. The LESSEE shall indemnify the LESSOR against all loss of rent and other payments which the LESSOR may incur by reason of such termination during the residue of the term, or provided however the LESSOR shall be adjudged bankruptrequired to take reasonable steps to mitigate its loss. If the LESSEE shall default, after reasonable notice thereof, in the observance or if the estate hereby created shall performance of any conditions or covenants on LESSEE'S part to be deserted observed or vacated, then and in performed under or by virtue of any of the said casesprovisions in any article of this lease, not withstanding any license or waiver of any former breach of covenant or consent in a former instancethe LESSOR, it shall be lawful for Textron thereupon or at any time thereafter, during which without thereby waiving such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement may remedy such default for the account and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and at the expense of the effective date thereof LESSEE. If the LESSOR makes any expenditures or incurs any obligations for the payment of money in connection therewith, including but not limited to, reasonable attorney's fees in instituting, prosecuting or defending any action or proceeding, such sums paid or obligations incurred, with interest at the rate of ten (10) per cent per annum and such notice having been givencosts, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure be paid to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at LESSOR by the option of TextronLESSEE as additional rent.

Default. If Licensee shall Applicant defaults under this Agreement, MRM may, at its option and without notice, declare the entire unpaid balance owed by Applicant under this agreement to be in immediately due and payable or terminate the credit privileges of Applicant under this Agreement, or both. This occurrence of any of the following constitutes a default in the payment under this Agreement: (a) Applicant fails to fulfill any obligation or breaches any provision of fees this agreement; (b) Applicant or any part thereof guarantor of Applicant's indebtedness under this Agreement expires, tenninates existence, abandons its business, becomes insolvent, becomes the subject of bankruptcy, receivership or of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether or not the payment of said fees shall have been demanded)similar proceedings, or if default shall be made in any other of the covenants or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue for makes a period of ten (10) days after notice to Licensee (or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period), or if Licensee shall make an general assignment for the benefit of creditors; (c) any information now or hereafter supplied or representation now or hereafter made by or on behalf of Applicant to MRM is, or file a voluntary petition is believed in bankruptcy good faith by MRM to be inaccurate, incomplete or insolvency, or shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacated, then and false in any of the said casesmaterial respect; (d) any collateral that is security for Applicant's indebtedness under this agreement is lost, suffers material damage or destruction, is levied upon, becomes subject to a receivership or cannot withstanding be located within five (5) days after MRM demands to inspect such collateral; or (e) any license or waiver of any former breach of covenant or consent other event that causes MRM, in a former instance, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, howevergood faith, to Textron’s claims for rent deem itself insecure or other claims for breach to believe that the prospect of covenant hereunderpayment to MRM by Applicant is materially reduced. Binding Agreement, it being expressly understood and agreed that this No Assig nment: This Agreement shall not continue or inure inures, to the benefit of MRM, its successors and assigns and is binding upon Applicant's heirs, legatees, devisees, personal representatives, successors and permitted assigns. Applicant may not assign or transfer this Agreement without the prior written consent of MRM. Waivers: MRM may, at its option, not object to an act or omission by Applicant or permit Applicant to remedy any assigneedefault under the Agreement without MRM waiving the default so remedied or any other default by Applicant. Applicant waives notice of default of this Agreement and waives presentment, receiver or trustee in bankruptcydemand, excepting at the option protest and notice of Textrondishonor.

Default. If Licensee The Company shall be in default in under this Note upon the payment occurrence of fees any of the following events: 2.1 The Company fails to timely perform any of its obligations under, or otherwise breaches any part thereof covenants or warranties of other sums payable this Note; 2.2 Any statement, representation, or warranty made by Licensee hereunder at the times and places herein fixed for the payment thereof and said default Company or its agents to Holder shall continue ten (10) days (whether or not the payment of said fees shall prove to have been demanded)false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or if default shall be made in any other of the covenants or provisions herein contained on the part of Licensee unable to be kept and performed and if such default shall continue for a period of ten (10) days after notice to Licensee (or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period)meet its obligations as they become due, or if Licensee shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall make an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy shall initiate or insolvencyhave initiated against it, voluntarily or involuntarily, any act, process, or shall be adjudged bankrupt, proceedings under any insolvency law or if other statute or law providing for the estate hereby created shall be deserted modifications or vacated, then and in any adjustment of the said casesrights of creditors. UPON ANY EVENT OF DEFAULT, not withstanding any license or waiver of any former breach of covenant or consent in a former instanceHOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, it shall be lawful for Textron thereupon or at any time thereafterWITHOUT NOTICE, during which such defaultAND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, assignmentTHE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (and such notice having been given, this Agreement shall cease and expire on the date named thereinINCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), and/orCOURT COSTS, at Textron’s optionAPPEALS, without demand or noticePOST-JUDGMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, and without process of law to enter upon and into the Premises or any part thereof in the name of the wholePRESENTMENT, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudiceDEMAND FOR PAYMENT, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of TextronPROTEST AND NOTICE OF DISHONOR.

Default. If Licensee Subcontractor shall be in default in of this Agreement if at any time during the payment progress of fees or any part thereof or of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default work Subcontractor shall continue ten (10) days (whether or not the payment of said fees shall have been demanded)be adjudged a bankruptcy, or if default shall be made in file or there is filed against it any other of proceeding under the covenants or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue for a period of ten (10) days after notice to Licensee (or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period)Federal Bankruptcy laws, or if Licensee shall make an a general assignment for the benefit of creditors, or file shall become insolvent or have a voluntary petition in bankruptcy or receiver appointed on account of its insolvency, or shall become delinquent with respect to contributions of payments required to be adjudged bankruptmade to any health, welfare, pension, vacation, apprenticeship or other employee benefit program or trust, or fails to provide adequate assurance pursuant to Section 14.1.1 or if Subcontractor fails or refuses to supply sufficient properly skilled workers or sufficient materials of proper quality, or otherwise fails or refuses to prosecute diligently the estate hereby created work described herein or shall be deserted or vacated, then and in fail to perform fully any of the said cases, not withstanding any license or waiver provisions of this Agreement. Upon the occurrence of any former breach such events of covenant or consent in a former instance, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignmentContractor shall give written notice of such default to Subcontractor and its surety, insolvencyif any. If Subcontractor fails to cure said default within twenty-four (24) hours after giving of such notice, legal proceedingsContractor shall, desertionat its option and without prejudice to any right or remedy it may have at law or in equity, vacancy have the right to any or neglect shall continue, or be in effect to terminate this Agreement and all of Licenseethe following remedies: (a) supply such number of workers and quantity of materials, equipment and other facilities as Contractor deems necessary for the completion of Subcontractor’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been givenwork, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in which Subcontractor has failed to complete or perform, and charge the name cost thereof to Subcontractor, who shall be liable for the payment of same including reasonable overhead, profit, and actual attorneys’ fees incurred as a result of Subcontractor’s failure of performance; (b) contract with one or more additional subcontractors to perform such part of Subcontractor’s work as Contractor shall determine will provide the most expeditious completion of the wholetotal work and charge the cost thereof to Subcontractor, who shall be liable for the payment of same including reasonable overhead, profit, and actual attorneys’ fees incurred as a result of Subcontractor’s failure of performance; and (c) withhold payment to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure Subcontractor pending corrective action to the benefit extent required by and to the satisfaction of any assigneeContractor. In the event of an emergency or conditions affecting the safety of persons or property, receiver or trustee in bankruptcy, excepting at the option of TextronContractor may proceed as above without notice.

Default. If Licensee a. The occurrence of any of the following shall constitute a default and breach of this Lease by Tenant (a “Default” or “Event of Default”): (i) Any failure by Tenant to pay the Rent or to make any other payment required to be in default in the payment of fees or any part thereof or of other sums payable made by Licensee Tenant hereunder at the times and places herein fixed for the payment thereof and said default shall continue within ten (10) days of date due; (whether ii) The abandonment of the Premises by Tenant; (iii) Any failure by Tenant to observe and perform any of its obligations under this Lease, where such failure continues for fifteen (15) days (except where a different period of time is specified in this Lease) after Landlord has given Tenant written notice or such other notice as may be required by law; (iv) Tenant makes, or has made, or furnishes, or has furnished, any warranty, representation or statement to Landlord in connection with this Lease, or any other agreement to which Tenant and Landlord are parties, which is or was false or misleading in any material respect when made or furnished; (v) Any substantial portion of the assets of Tenant is transferred or any material obligation is incurred by Tenant, unless such transfer or obligation is incurred in the ordinary course of Tenant’s business or in good faith for fair equivalent consideration, and with Landlord’s consent; (vi) Tenant becomes insolvent as defined in the Federal Bankruptcy Code, admits in writing its insolvency or its present or prospective inability to pay its debts as they become due, is unable to or does not pay all or any material portion (in number or dollar amount) of its debts as they become due, permits or suffers a judgment to exist against it which affects Tenant’s ability to conduct its business in the payment of said fees shall have been demandedordinary course (unless enforcement thereof is stayed pending appeal), makes or if default shall be made in any other of the covenants or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue for a period of ten (10) days after notice to Licensee (or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period), or if Licensee shall make proposes an assignment for the benefit of creditors or any class thereof for purposes of effecting a moratorium upon or extension or composition or its debts, proposes any such moratorium, extension or composition, or commences or proposes to commence any bankruptcy, reorganization or insolvency proceeding, or other proceeding under any federal, state or other law for the relief of debtors; (vii) Tenant fails to obtain the dismissal, within thirty (30) days after the commencement thereof, of any bankruptcy, reorganization or insolvency proceeding, or other proceeding under any law for the relief of debtors, instituted against it by one or more third parties, or fails actively to oppose any such proceeding, or, in any such proceeding, defaults or files an answer admitting the material allegations upon which the proceeding was based or alleges its willingness to have an order for relief entered or its desire to seek liquidation, reorganization or adjustment of any of its debts; (viii) Any receiver, trustee or custodian is appointed to take possession of all or any substantial portion of the assets of Tenant, or any committee of Tenant’s creditors, or file a voluntary petition in bankruptcy any class thereof is formed for the purpose of monitoring or insolvency, investigating the financial affairs of Tenant or shall be adjudged bankrupt, or if enforcing such creditors’ rights. b. In the estate hereby created shall be deserted or vacatedevent of any such default by Tenant, then and in addition to any of other remedies available to Landlord at law or in equity, Landlord shall have the said cases, not withstanding any license or waiver of any former breach of covenant or consent in a former instance, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect option to immediately terminate this Agreement Lease and all rights of Licensee’s interest Tenant hereunder by giving written notice to Licensee of such termination and intention to terminate. In the event that Landlord shall elect to so terminate the Lease then Landlord may recover from Tenant: (i) any unpaid Rent which shall have accrued at the time of such termination; plus (ii) the entire amount of unpaid Rent for the balance of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/orterm which amount shall, at TextronLandlord’s option, be immediately due and payable; plus (iii) any other amount necessary to compensate Landlord for Landlord’s loss or damage caused directly or indirectly by Tenant’s failure to perform its obligations under this Lease including, but not limited to, reasonable attorney’ fees and costs; plus (iv) at Landlord’s election, such other amounts in addition to or in lieu of the foregoing, as may be permitted from time to time by applicable law. c. In the event of any such default by Tenant, Landlord shall also have the right, with or without demand terminating this Lease, to re-enter and to take possession of the Premises and to remove all persons and property from the Premises. Landlord is hereby granted a lien, in addition to any statutory lien or noticeright to distrain that may exist, on all personal property of Tenant in or upon the Premises, to assure payment of the Rent and performance of the covenants and conditions of this Lease. Landlord shall have the right, as agent of Tenant, to take possession of all personal property of Tenant found in or about the Premises including, without process limitation, furniture and fixtures of law Tenant and, to sell the same at public or private sale and to apply the proceeds thereof to the payment of any monies due or becoming due under this Lease, or to remove all such effects and store same in a public warehouse or elsewhere at the cost of and for the account of Tenant, or any other owner or occupant, Tenant hereby waiving the benefit of all laws exempting property from execution, levy and sale on distress or judgment. d. In the event of the vacation of or abandonment of the Premises by Tenant, or in the event that Landlord shall elect to re-enter upon and into as provided above or shall take possession of the Premises pursuant to legal proceeding or pursuant to any notice provided by law, then if Landlord does not elect to terminate this Lease as provided in this Section, Landlord may from time to time, without terminating this Lease, either recover all Rent as it becomes due or 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 in its sole discretion may deem advisable with the right to make alterations and repairs to the Premises. e. In the event that Landlord shall elect to so relet, then rentals received by Landlord from such reletting shall be applied: first, to the payment of any indebtedness other than Rent due hereunder from Tenant to Landlord; second, to the payment of any cost of such reletting, including but not limited to broker’s commissions and reasonable attorneys’ fees; third, to the payment of the cost of any alterations and repairs to the Premises; fourth, 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 the same may become due and payable hereunder. Should any such reletting result in the name payment of rentals less than the Rent payable by Tenant hereunder, then Tenant shall pay such deficiency to Landlord immediately upon demand therefor by Landlord. Tenant shall also pay Landlord as soon as ascertained, any costs and expenses incurred by Landlord in such reletting or in making such alterations and repairs not covered by the rentals received from such reletting. f. No re-entry or taking possession of the whole, and Premises by Landlord pursuant to declare this Agreement at Section shall be construed as an end and in election to terminate this Lease unless written notice of such case expel Licensee intention be given to Tenant. Notwithstanding any reletting without being guilty termination by Landlord because of any manner of trespass without prejudicedefault by Tenant, howeverLandlord may at any time after such reletting, elect to Textron’s claims terminate this Lease for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textronsuch default.

Default. If Licensee any of the following events (hereafter called "Events of Default") shall be in occur: (a) If Borrower shall default in the payment of fees any principal or any part thereof interest due under this Note when the same shall become due and payable, whether at maturity or of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten acceleration or upon demand or otherwise; or (10b) days (whether or not the payment of said fees shall have been demanded), or if default shall be made in any other of the covenants or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue for a period of ten (10) days after notice to Licensee (or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period), or if Licensee If Borrower shall make an a general assignment for the benefit of creditors, or ; or (c) If Borrower shall file a voluntary petition in bankruptcy or insolvencybankruptcy, or shall be adjudged bankruptadjudicated a bankrupt or insolvent, or if shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the estate hereby created present or any future Federal Bankruptcy Act or other applicable federal, state or other statute, law or regulation, or shall be deserted file any answer admitting the material allegation of a petition filed against Borrower in such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Borrower of all or any substantial part of the properties of Borrower, or Borrower shall commence the winding up or the dissolution or liquidation of Borrower; or (d) If, within sixty (60) days after a court of competent jurisdiction shall have entered an order, judgment or decree approving any complaint or petition against Borrower seeking reorganization, dissolution or similar relief under the present or any future Federal Bankruptcy Act or other applicable federal, state or other statute, law or regulation, such order, judgment or decree shall not have been dismissed or stayed pending appeal, or if, within sixty (60) days after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower, such appointment shall not have been vacated or stayed pending appeal, or if, within sixty (60) days after the expiration of any such stay, shall not have been vacated, then and in ; or (e) If Borrower should breach any of the said casescovenants, not withstanding representations, warranties, terms or conditions of this Note, the Credit Agreement, the Stock Purchase Agreement, the Security Agreement or the Collaboration Agreement, or contained in any license statement or waiver of any former breach of covenant or consent in a former instance, it shall be lawful for Textron thereupon or certificate at any time thereaftergiven or made to Holder pursuant thereto or in connection therewith, during which and in the case of any breach of any representations, warranties or covenants in the Stock Purchase Agreement or the Collaboration Agreement capable of cure, such defaultbreach shall continue for thirty (30) days after notice thereof from the Holder to Borrower; then, assignmentand in each and every such case, insolvencyHolder may by notice in writing to Borrower declare all amounts under this Note to be forthwith due and payable and thereupon the balance shall become so due and payable, legal proceedingswithout presentation, desertionprotest or further demand or notice of any kind, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being which are hereby expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textronwaived.

Default. If Licensee A. Landlord may terminate the term of this lease on notice to Tenant: (a) if fixed annual rent or additional rent or any other payment due hereunder is not paid within three (3) business days when due or if Landlord shall receive rent after the date when first due three (3) times within any twelve-month period (which shall be deemed to be a persistent default or behavior); or (b) if the Guarantor (as hereinafter defined), if any, defaults under the Guarantee (as hereinafter defined); or (c) unless otherwise specified elsewhere in this lease, if Tenant shall have failed to cure a default in the payment performance of fees or any part thereof or covenant of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten this lease (10) days (whether or not except the payment of said fees shall have been demandedrent), or if default shall be made in any other of the covenants rule or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue for a period of ten regulation hereinafter set forth, within thirty (1030) days after written notice to Licensee (thereof from Landlord, or if such default cannot be completely cured within in such 10 day periodtime, Licensee has if Tenant shall not commenced promptly proceed to cure such default within said thirty (30) days, or shall not complete the curing of such 10 day perioddefault with due diligence; or (d) irrespective that Tenant’s interest in this lease may have been assigned (with or without Landlord’s consent [if permitted herein or by law]), if a petition in bankruptcy shall be filed by or against Tenant or if Licensee Tenant shall make an a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy or insolvency, or shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacated, then and in any of the said cases, not withstanding any license or waiver of any former breach of covenant or consent in a former instance, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to receive the benefit of any assignee, insolvency or reorganization act; or (e) if a receiver or trustee is appointed for any portion of Tenant’s property and such appointment is not vacated within twenty (20) days; or (f) if an execution or attachment shall be issued under which the premises shall be taken or occupied or attempted to be taken or occupied by anyone other than Tenant; or (g) if the premises become and remain vacant or deserted for a period over ten (10) days following Tenant’s initial move-in; or (h if Tenant shall fail to move into or take possession of the premises within fifteen (15) days after commencement of the term of this lease; or (i) if Tenant shall have made a material misrepresentation herein; or (j) there shall occur any breach of Section 1.B hereof or any equity owner, member, manager, director, executive officer or other principal of Tenant engaging in bankruptcyany activity or conduct described in items (i) and (ii) of Section 1.B hereof. Notwithstanding anything herein to the contrary set forth, excepting at Tenant shall not commit waste or cause any damage to any portion of the option Building irrespective of Textronwhether within or without the demised premises. The willful infliction of damage on any property or the intentional or repetitive interference with the quiet enjoyment by any other occupant of the Building shall be deemed to be a conditional limitation of the term of this lease. Tenant shall not create any nuisance or other disturbance within the Building. B. The termination of the term of this lease (which shall include, without limitation, any rights of renewal or extension thereof) shall be effective on the third (3rd) day following the notice first referred to in the preceding paragraph without the need for any further act and thereupon this lease shall terminate as completely as if that were the date originally fixed for the expiration of the term of this lease; but Tenant shall remain liable as hereinafter provided, and Landlord may institute summary or other proceedings to repossess the premises or re-enter and take possession of the premises by the exercise of self-help (which Tenant hereby expressly consents to) or any other means permitted by law. TENANT HEREBY EXPRESSLY WAIVES THE BENEFITS OF ANY LAW, STATUTE OR OTHER LEGAL AUTHORITY REQUIRING A PERIOD OF TIME (SUCH AS 5 DAYS) TO BE ADDED TO THE TIME REQUIRED HEREIN TO BE GIVEN FOR NOTICES. “Re-enter” and “re-entry” as used in this lease’s resort are not restricted to their technical legal meanings and include, without limiting the foregoing, Landlord’s right to self-help, self-help being expressly permitted hereby. C. Tenant acknowledges and agrees that all notices of default and demands for the payment of rent or performance of any other obligation shall be sent or delivered to the demised premises, together with the copies provided in Article 27, and notwithstanding that Tenant may have another office or place of business (of which Landlord may have actual knowledge) or may have vacated the demised premises, delivery of any such notice or demand or delivery of service of process to the demised premises shall be sufficient for all purposes (including, without limitation, obtaining jurisdiction over [and entry of judgment against] Tenant in any action or proceeding).

Default. If Licensee The occurrence of any of the following events shall be in constitute a default in the payment (hereinafter sometimes called “Event(s) of fees Default”) by Tenant and a breach of this Lease: a. Failure of Tenant to pay Monthly Base Rent, CAM, Impositions or any part thereof other charge or sum to be paid to Landlord by Tenant when due and payable under the terms of other sums payable by Licensee hereunder at the times this Lease and places herein fixed for the payment thereof and said default shall continue such failure continues after ten (10) days (whether or written notice; provided, however, Landlord shall not the payment be obligated to give written notice of said fees shall have been demanded), or if default shall be made more than twice in any Lease Year. b. Failure of Tenant to comply with any other of the covenants rules, regulations, agreements, covenants, terms and conditions contained or provisions referred to herein contained on (other than the part failure to pay sums of Licensee to be kept and performed and if such default shall continue money) for a period of ten fifteen (1015) days after notice to Licensee (or Landlord has notified Tenant of the default(s) provided that if such default canis not be susceptible of being cured within such 10 fifteen (15) day period, Licensee has not commenced the time permitted Tenant to cure the default(s) shall be extended for as long as shall be reasonably necessary to cure such default(s) if Tenant commences promptly and proceeds diligently to cure such default(s); provided, always, that such period for curing any default within such 10 day period)shall not be so extended as to jeopardize the interest of Landlord in the Premises or Building or other property of Landlord or so as to subject Landlord to any civil or criminal liabilities. c. Filing by or against Tenant in any court pursuant to any statute, either of the United States or if Licensee shall make an assignment for the benefit of creditorsany state, or file of a voluntary petition in bankruptcy or insolvency, or for reorganization, or for any arrangement or for appointment of a receiver or trustees of all or a portion of Tenant’s property or should Tenant make any assignment for the benefit of its creditors; provided, that if the action or proceeding be against Tenant, the same shall not be an event of default if the petition shall be adjudged bankruptdismissed within six (6) months after commencement thereof. d. Dissolution or liquidation of Tenant, voluntary or involuntary, or the taking of possession of any of Tenant’s property by execution and levy of attachment. Any failure of Landlord to perform any of its obligations under this Lease shall not be considered a default unless Tenant shall have given Landlord at least a fifteen (15) day written notice and opportunity to cure the same, unless another time period is specifically provided for in this Lease, or if such obligation cannot reasonably be performed or such failure reasonably cured within said period, Landlord shall have such additional time as is reasonably necessary to perform the estate hereby created shall be deserted obligation or vacated, then and in any of cure the said cases, not withstanding any license or waiver of any former breach of covenant or consent in a former instance, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textron.

Default. If Licensee The occurrence or existence of one or more of any of the following as they relate to Borrower or Guarantor shall be in default in constitute an Event of Default after the payment giving of fees any required notice and the expiration of any applicable grace period: 7.01 Failure to pay any Indebtedness within five (5) Business Days after its due date, without notice or demand, including the failure to pay principal or interest or any part thereof or of other sums payable by Licensee hereunder at payment under the times and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether or not the payment of said fees shall have been demanded)Notes, or if default shall be made in failure to pay any other Obligation within five (5) Business Days after receipt of notice thereof from Agent, with such notice setting forth in reasonable detail the nature of the covenants failure. 7.02 A breach of any other term, covenant, condition, obligation or provisions herein contained on agreement under this Agreement or the part other Loan Documents, and the continuance of Licensee to be kept and performed and if such default shall continue breach for a period of ten thirty (1030) days after the earlier of: (i) knowledge thereof by Borrower or Guarantor, such knowledge to be that of the President, Chief Financial Officer or General Counsel; or (ii) written notice thereof shall have been given by Agent to Licensee (or Borrower and Guarantor, provided that if Agent reasonably determines that such default cannot reasonably be cured within such 10 thirty (30) day period, Licensee has not commenced then no cure period shall be provided. 7.03 Failure to cure default within such 10 day period)be in compliance with any of the Financial Covenants after expiration of any applicable grace period set forth in this Agreement. 7.04 Any representation or warranty herein made by Borrower or Guarantor, or if Licensee any certificate or financial statement furnished by Borrower or Guarantor pursuant to the provisions hereof, shall prove to have been false or misleading in any material adverse respect as of the time made or furnished or deemed made or furnished; 7.05 Borrower or Guarantor shall (i) voluntarily liquidate or terminate operations or apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of Borrower or Guarantor or of all or of a substantial part of either of their assets, (ii) admit in writing its inability, or be generally unable, to pay its debts as the debts become due, (iii) make an a general assignment for the benefit of its creditors, (iv) commence a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect), (v) file a voluntary petition in bankruptcy or seeking to take advantage of any other law relating to bankruptcy, insolvency, or shall be adjudged bankruptreorganization, winding-up, or if composition or adjustment of debts, (vi) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the estate hereby created shall be deserted Bankruptcy Code, or vacated, then and in (vii) take any corporate action for the purpose of effecting any of the said casesforegoing; 7.06 Entry of a final judgment in an amount exceeding $2,000,000, other than a final judgment in connection with any condemnation, which is not withstanding any license discharged or waiver for which a stay of execution has been procured within sixty (60) days of entry. 7.07 Recordation of any former breach federal, state or local tax lien or any claim of covenant lien for labor, materials or consent any other lien or encumbrance of any nature whatsoever, including any Lien described in Section (iv) of the definition of “Permitted Liens” set forth herein, which is not removed by payment or transferred to substitute security in the manner provided by law within forty-five (45) days after it is recorded in accordance with applicable law, or contested in accordance with law. 7.08 Failure to exist or to be qualified to do or transact business in the jurisdictions where its assets are located, or dissolution or becoming a former instanceparty to a merger or consolidation, it or a sale of all or substantially all of its assets. 7.09 Any sale, conveyance, transfer, assignment or other disposition of all or any portion of assets not in the ordinary course of business. 7.10 Default under any obligation imposed by any indemnity contained within any of the Loan Documents. 7.11 The results of any field audit performed by Agent are not satisfactory to Agent, as determined in Agent’s discretion, acting reasonably, after Agent has provided Borrower with notice and five Business Days to cure such defect. 7.12 The occurrence of any of the following: the loss of any material permits, licenses, authorizations, certifications or approvals from any federal, state or local governmental authority or termination of any contract with any such authority, in either case which cancellation, revocation, suspension, termination or loss (i) in the case of any suspension or temporary loss only, continues for a period greater than sixty (60) days; and (ii) results in the suspension or termination of operations for a period greater than sixty (60) days. 7.13 Without its application, approval or consent, a proceeding shall be lawful for Textron thereupon commenced which is not dismissed within sixty (60) days, in any court of competent jurisdiction, seeking any remedy under the Federal Bankruptcy Code, the liquidation, reorganization, dissolution, winding up, or at composition or readjustment of debt, the appointment of a trustee, receiver, liquidator or the like of Borrower or Guarantor, or of all or any time thereaftersubstantial part of the assets of Borrower or Guarantor, during which such default, assignmentor other like relief under any law relating to bankruptcy, insolvency, legal proceedingsreorganization, desertion, vacancy or neglect shall continuewinding up, or be in effect to terminate this Agreement and all composition or adjustment of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textron.debts;

Default. If Licensee Upon the occurrence and during the continuation of any of the following events (“Event of Default”): (a) the Mortgagor shall fail to perform or observe any agreement or other obligation to the Mortgagee hereunder and such failure is not cured within fifteen (15) days after the Mortgagee sends written notice to the Mortgagor (“Cure Period”) ; (b) any of the Mortgaged Property shall be in default sold, mortgaged, transferred, leased or otherwise disposed of without the Mortgagee’s prior written consent and such circumstances are not cured within the Cure Period; (c) the Mortgaged Property or any portion thereof shall be damaged, confiscated or appropriated for public use or its value shall be substantially diminished and such circumstances are not cured within the Cure Period; (d) there shall occur an Event of Default under and as defined in the payment Loan Documents or the Mortgagge shall otherwise become entitled to realize upon the Mortgagged Property under the Loan Documents or any other agreement between the Mortagee and the Mortgagor or the Debtor and the Mortgagee; the Mortgagee may, without regard to whether the Indebtedness is then due, immediately foreclose the mortgage created hereunder in accordance with applicable laws and regulations and/or, to the greatest extent permitted by applicable laws, dispose of fees the whole or any part thereof of the Mortgaged Property either at public auction or by private sale. At any such sale the Mortgagee may bid for or purchase the whole or part of other sums payable the Mortgaged Property so sold without liability to account to the Mortgagor or the Debtor with respect to any subsequent income earned therefrom or the disposal thereof. The Mortgagor hereby expressly agrees and consents that, to the greatest extent permitted by Licensee hereunder applicable laws, after the occurrence of any Event of Default, the Mortgagee may dispose of the Mortgaged Property by private sale at the times then current market value thereof, as determined in good faith by the Mortgagee. The Mortgagor hereby undertakes that it shall (i) cooperate with the Mortgagee and places herein fixed the party or parties which purchase the Mortgaged Property through public auction or by private sale (“the Purchaser”) by executing all documents and filing all applications necessary for the payment thereof registration of such Purchaser as owner of the Mortgaged Property and said default shall continue ten (10ii) days (fulfill any and all obligations arising from or in connection with the transfer of the Mortgaged Property to the Purchaser. The proceeds from any sale of the Mortgaged Property shall, after deduction of all costs and expenses incurred by the Mortgagee in making such sale, be applied to the repayment of the Indebtedness and all other obligations, costs and expenses owing to the Mortgagee hereunder, under the Loan Documents or otherwise, whether or not then due, and/or may be held in whole or in part by the payment Mortgagee pending the expiry of said fees shall have been demanded), or if default shall be made in any other of contingent liability undertaken by the covenants or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue for a period of ten (10) days after notice to Licensee (or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period), or if Licensee shall make an assignment Mortgagee for the benefit of creditors, Mortgagor's or file a voluntary petition in bankruptcy the Debtor's account (“Contingent Obligations”). In the event that such sales proceeds are insufficient to cover all sums due or insolvency, or shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacated, then and in any of the said cases, not withstanding any license or waiver of any former breach of covenant or consent in a former instance, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure become due to the benefit of any assigneeMortgagee, receiver plus the Mortgagee's potential liability under the Contingent Obligations, the Mortgagor or trustee in bankruptcy, excepting at the option of TextronDebtor shall immediately pay to the Mortgagee the balance thereof.

Default. In the following events (each an “Event of Default”), Lender may in its sole discretion declare a default, accelerate the time for payment and demand immediate payment in full of all Obligations and exercise its remedies under this Agreement and the Loan Documents: (a) Borrower shall fail to pay, when due (including as the result of acceleration provided for under this Agreement), any Obligation owing from Borrower to Lender; (b) Any representation or warranty made by Borrower or Subsidiary (or any of their respective officers or affiliates) under or in connection with this Agreement (including any certificates or requested financial information) shall prove to have been incorrect or misleading in any material respect and Borrower has not cured the same within fifteen (15) days of receiving notice from Lender; (c) Borrower, Subsidiary or any Obligated Party under a Loan Document shall commit any other material breach or fail to materially perform any obligation under this Agreement, as amended or supplemented, or any other agreement (including any and all Loan Documents) and Borrower has not cured the same within fifteen (15) days of receiving notice from Lender or if it is impossible to cure the same within fifteen (15) days then Borrower has taken such steps acceptable to Lender to cure the same and shall diligently pursues such cure to completion; (d) If Licensee shall be in default any prohibited transfer or further encumbrance of the Collateral or any interest in the payment Borrower or Subsidiary, shall occur, whether voluntary or involuntary, without the written approval of fees Lender; (e) The suspension, termination or any part thereof or of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether or not the payment of said fees shall have been demanded), or if default shall be made in any other material restriction of the covenants business operations of the Borrower or provisions herein contained on Subsidiary or material adverse change in the part business operations and/or condition, financial or otherwise, of Licensee Borrower or Subsidiary except as restricted by the Project Documents; (f) If Borrower or Subsidiary shall (1) become insolvent, (2) become generally unable to be kept and performed and if such default shall continue for a period of ten pay their respective debts as they become due, (103) days after notice to Licensee (or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period), or if Licensee shall make an assignment for the benefit of creditors, or file (4) call a voluntary meeting of creditors for the composition of debts; (g) If there shall be filed by or against Borrower or Subsidiary a petition in bankruptcy or insolvencyfor a reorganization, or a custodian, receiver or agent is appointed or authorized to take charge of any of their respective properties and the respective entity has not taken reasonable steps to obtain the dismissal of such proceedings within fifteen (15) days and does not achieve dismissal of such proceeding within sixty (60) days of such filing; (h) The occurrence of any action, event or condition which results in a Change of Control of Borrower; (i) Change in any Applicable Law or any order or other requirement in any Legal Proceeding that may materially impair (1) the amount or circumstances under which Subsidiary may make payment of fees to Borrower pursuant to the Construction Management Agreement and/or Development Agreement or (2) the ability of Borrower to receive and/or use the fees (once received) to make payment of the Obligations; (j) Borrower or Subsidiary shall be adjudged bankrupttake or allow any such action, event or if condition to occur which materially impairs (1) the estate hereby created shall be deserted amount or vacatedcircumstances under which any Subsidiary may pay fees to Borrower pursuant to the Construction Management Agreement or Development Agreement or (2) the ability of Borrower to receive and/or use such fees (once received) to make payment of the Obligations and Borrower has not cured the same within fifteen (15) days of receiving notice from Lender; (k) Except as otherwise provided under Subsection (r) below, then and in the occurrence of any event of default or any event or condition which with the giving of notice or passage of time could constitute an event of default by Borrower or Subsidiary under any of the said casesProject Documents or any other agreement entered into by Borrower or Subsidiary related to the Project and the failure of Borrower (i) to provide Lender a Manager’s Certificate within seven (7) days of such occurrence describing the event or condition and the corrective action to be taken, not withstanding any license and (ii) to proceed with all due diligence to take or waiver obtain such corrective action; (l) The termination, amendment or failure to timely close and fund under the Forward Commitment; (m) Failure of any former breach Class I Member to maintain any Member LOC or the Borrower to maintain the Borrower LOC; (n) Failure of covenant or Borrower to cause the timely capital contributions into the Borrower in accordance with the Operating Agreement and by Borrower into Subsidiary in accordance with the Forward Commitment; (o) Amendment of the Master Lockbox Agreement without the written consent in a former instanceof Lender; (p) Failure of Borrower to maintain the effectiveness of and compliance with the Irrevocable Direction of Payment; (q) Failure of Borrower to take any action necessary to maintain the effectiveness of the America First Lockbox Agreement; (r) Failure of Borrower to provide Lender with the notices and certificates required by subsections (t) and (u) of Section 7 of this Agreement and to diligently pursue to completion any such corrective action contained within such notices. The Note, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of related Loan Documents are expressly cross-defaulted, with default under any one document constituting default under the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting remaining documents at the option discretion of TextronLender.

Default. If Licensee (a) Each of the following shall constitute an Event of Default hereunder: (i) if Lessee shall fail to pay when due any Rent or any other amount Lessee may be required to pay hereunder, and Lessee shall fail to remedy such default within seven (7) business days after written notice thereof has been given to Lessee by Lessor, provided that an Event of Default shall not be deemed to have occurred hereunder if Sublessee shall have timely disputed in good faith its obligation to pay such Rent or the amount thereof; or (ii) if Lessee shall default in the observance or performance of any term, covenant or condition of this Lease on Lessee's part to be observed, performed or complied with (other than the payment of fees Base Rent and Additional Rent and other amounts payable hereunder) and Lessee shall fail to remedy such default within thirty (30) days after written notice to cure, or, if such default is of such a nature that for reasons beyond Lessee's control it cannot be completely remedied within said period of thirty (30) days, then if Lessee (A) shall not promptly institute and thereafter diligently prosecute to completion all steps necessary to remedy the same and (B) shall not remedy the same within a reasonable time after the date of default; or (iii) if any event shall occur or any part contingency shall arise whereby this Lease or the estate hereby granted or the unexpired balance of the Term would, except as expressly permitted herein, by operation of law or otherwise, devolve upon or pass to any person or entity other than Lessee, and Lessee shall fail to remedy such default within sixty (60) days after written notice thereof has been given to Lessee by Lessor; (b) Upon the occurrence of any such Event of Default, Lessor may, in addition to exercising any other available rights or remedies available to Lessor under law, give to Lessee notice of other sums payable by Licensee hereunder its intention to end the Term at the times and places herein fixed for the payment thereof and said default shall continue ten expiration of three (103) days from the date of the giving of such notice, and, in the event such notice is given, this Lease and the Term and estate hereby granted (whether or not the payment Term shall have commenced) shall terminate upon the expiration of said fees three (3) days with the same force and effect as if that day were the Expiration Date, provided, however, that Lessor and Lessee shall remain liable for the performance of their respective obligations hereunder which survive the termination of this Lease and for damages as provided in this Lease. 11.2. Notwithstanding anything to the contrary set forth herein, this Lease shall immediately terminate if any of the following events shall occur with respect to Lessee: (a) if Lessee shall (i) have been demanded)applied for or consented to the appointment of a receiver, trustee or liquidator, or if default shall be made in any other custodian of the covenants or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue for a period of ten (10) days after notice to Licensee (or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period)Lessee, or if Licensee shall make an any of its properties or assets, (ii) have made a general assignment for the benefit of creditors, or file (iii) have commenced a voluntary case for relief as a debtor under the United States Bankruptcy Code, or any other applicable federal or state laws, or filed a petition in bankruptcy or to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debts, dissolution or liquidation law or statute or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law, or (iv) be adjudicated a bankrupt or insolvent; or (b) if without the acquiescence or consent of Lessee, an order, judgment or decree shall have been entered by any court of competent jurisdiction approving as properly filed a petition seeking relief under the United States Bankruptcy Code, or any other applicable federal or state laws, or any bankruptcy, reorganization, insolvency, readjustment of debts, dissolution or liquidation law or statute with respect to Lessee, or all or a substantial part of their respective properties or assets, and such order, judgment or decree shall have continued unstayed and in effect for any period of not less than ninety (90) days. Neither Lessee, nor any person claiming through or under Lessee or by reason of any statute or order of court shall, after such termination, be entitled to possession of the Demised Premises but shall forthwith quit and surrender the Demised Premises. Without limiting any of the foregoing provisions of this Section 10.2, if pursuant to the United States Bankruptcy Code, or any other applicable federal or state laws, Lessee is permitted to assign this Lease, Lessee agrees that adequate assurance of future performance by an assignee expressly permitted under such law shall be adjudged bankruptdeemed to mean evidence in the form of financial statements prepared and certified by a certified public accountant that the assignee will have a net worth, after excluding the value of the leasehold, sufficient to meet the remaining obligations under this Lease. 11.3. In the event of any breach by Lessee or any persons claiming through or under Lessee of any of the terms, covenants or conditions contained in this Lease, Lessor, after the giving of any notice required by the terms of this Lease and the expiration of any notice and cure periods hereunder, (a) shall be entitled to enjoin such breach and (b) shall have the right to invoke any right and remedy available at law or in equity or by statute or otherwise. The provisions of this Section 11.3 shall survive the expiration or sooner termination of this Lease. 11.4. If this Lease and the Term shall terminate as provided in Section 11.1 or in Section 11.2 above, or by or under any summary proceeding or any other action or proceeding or if Lessor shall re-enter the estate hereby created shall be deserted Demised Premises as hereinabove provided or vacatedby or under any summary proceeding or any other action or proceeding, then and in any of said events: (a) Lessee shall pay to Lessor all Base Rent, Additional Rent and other amount payable by Lessee hereunder to the said casesdate upon which this Lease and the Term shall have terminated or to the date of re-entry upon the Demised Premises by Lessor, not withstanding any license or waiver of any former breach of covenant or consent in a former instance, it as the case may be; (b) Lessor shall be lawful for Textron thereupon entitled to retain all monies, if any, paid by Lessee to Lessor, whether as advance Rent, security or otherwise, but such monies shall be credited by Lessor against any Rent due at any the time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination or re-entry or, at Lessor's option, against any damages payable by Lessee; (c) Lessee shall be liable for and shall pay to Lessor, as damages, any deficiency between the Base Rent and Additional Rent payable hereunder for the period which otherwise would have constituted the unexpired portion of the effective date thereof Term (conclusively presuming the Base Rent and Additional Rent to be at the same rate as was payable for the year immediately preceding such notice having been giventermination or re-entry less any Additional Rent for such one-year period payable to Lessor by Lessee pursuant to Section 5.1 above) and the net amount, if any, of rents ("Net Rent") collected under any reletting effected by Lessor for any part of such period (after first deducting from the rents collected under any such reletting all of Lessor's reasonable expenses in connection with the termination of this Agreement Lease or Lessor's re-entry upon the Demised Premises and in connection with such reletting including all reasonable repossession costs, brokerage commissions, legal expenses, attorneys' fees, alteration or similar costs and other expenses of preparing the Demised Premises for such reletting); (d) In the event that Lessor shall cease and expire on the date named therein)not have collected any monthly deficiencies as aforesaid, and/or, at Textron’s option, without demand or noticeLessor shall be entitled to recover from Lessee, and without process Lessee shall pay to Lessor, on demand, as and for liquidated and agreed final damages, a sum equal to the amount by which the Base Rent and Additional Rent payable hereunder for the period which otherwise would have constituted the unexpired portion of law the Term (conclusively presuming the Base Rent and Additional Rent to enter upon be at the same rate as was payable for the year immediately preceding such termination or re-entry less any Additional Rent for such one-year period payable to Sublessor by Sublessee pursuant to Section 5.1 above) exceeds the then fair and into reasonable rental value of the Demised Premises for the same period, both discounted to present value at the rate of eight percent (8%) per annum. If before presentation of proof of such liquidated damages to any court, commission or tribunal, the Demised Premises, or any part thereof thereof, shall have been relet by Lessor for the period which otherwise would have constituted the unexpired portion of the Term, or any part thereof, the amount of rent upon such reletting shall be deemed, prima facie, to be the fair and reasonable rental value for the part or the whole of the Demised Premises so relet during the term of the reletting; and (e) In no event shall Lessee be entitled to receive any excess of Net Rent over the sums payable by Lessee to Lessor hereunder, and in no event shall Lessee be entitled in any suit for the collection of damages pursuant to this Article to a credit in respect of any Net Rent from a reletting except to the extent actually received by Lessor prior to the commencement of such suit. 11.5. If a default by Lessee shall have occurred and be continuing with respect to any obligations of Lessee under this Lease, Lessor may, at its option, upon reasonable prior notice to Lessee (unless Lessor reasonably believes there to be an emergency threatening Lessor's property outside the Demised Premises, or threatening substantial damage to Lessor's interest in the name of Demised Premises as Lessor, in which event no notice shall be required and Lessor may act immediately), perform such obligations for the wholeaccount of, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option expense of, Lessee. The sums so paid or incurred by Lessor, in its sole discretion, together with interest at the rate specified in Section 3.3 hereof, costs and damages shall be due from and paid by Lessee, as Additional Rent, upon Lessee's receipt of Textronwritten demand therefor from Lessor.

Default. 15.1. If Licensee shall be in default in during the payment of fees Term any one or any part thereof or of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether or not the payment of said fees shall have been demanded), or if default shall be made in any other more of the covenants following acts or provisions herein contained on occurrences shall happen, it shall constitute an Event of Default hereunder: (i) Tenant shall fail to pay any Base Rent, Additional Rent or other sum of money due hereunder or under the part of Licensee to be kept Work Agreement when such sum is due and performed and if such default failure shall continue for a period of ten five (105) business days after said sums are due; or (ii) Tenant shall fail to comply with any provision of this Lease or under the Work Agreement or any other agreement between Landlord and Tenant not requiring the payment of money, all of which terms, provisions and covenants shall be deemed material and such failure shall continue for a period of thirty (30) days after written notice of such default is given to Licensee (or Tenant, provided however, that if such default is capable of being cured within a reasonable period, but cannot be cured within such 10 thirty (30) day period, Licensee has not commenced then Tenant shall have such period of time longer than thirty (30) days as is reasonably but minimally required to cure such default within with all due diligence; or (iii) the leasehold hereunder demised shall be taken on execution or other process of law in any action against Tenant; or (iv) Tenant shall become insolvent or unable to pay its debts as they become due, or Tenant notifies Landlord that it anticipates either condition; or (v) Tenant takes any action to, or notifies Landlord that Tenant intends to file a petition under any section or chapter of the national Bankruptcy Code, as amended from time to time, or under any similar law or statute of the United States or any State thereof, or a petition shall be filed against the Tenant under any such 10 day periodstatute or Tenant or any creditor of Tenant notifies Landlord that it knows such a petition will be filed; or (vi) a receiver or trustee shall be appointed for Tenant’s leasehold interest in the Premises or for all or a substantial part of the assets of Tenant. Provided, however, that the conditions described in subparagraphs (iii), or (iv) and (v) above shall not be deemed to be an Event of Default, if Licensee shall make an assignment for the benefit Tenant is not otherwise in default of creditors, or file a voluntary petition in bankruptcy or insolvency, or shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacated, then and in any of the said casesterms and conditions of this Lease at the time that such event occurs, and Tenant continues to utilize the Premises in the usual course of business, and not withstanding any license for the purpose of liquidation or waiver dissolution of any former breach a bankrupt estate, and Tenant fully and faithfully performs all of covenant or consent in a former instance, it shall be lawful for Textron thereupon or at any time thereafter, the terms and conditions of this Lease during which such default, assignment, insolvency, legal proceedings, desertion, vacancy bankruptcy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textronreceivership.

Default. If Licensee shall be in default in In the payment of fees event that (a) the Base Rent or any part thereof or of other sums payable charges required by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether or this Lease are not the payment of said fees shall have been demanded), or if default shall be made in any other of the covenants or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue for a period of paid within ten (10) days after the date due; (b) Tenant fails to comply with any term, provision, condition or covenant of this Lease (other than the payment of Base Rent or other charges), and Tenant shall not cure such default within fifteen (15) days after notice to Licensee Tenant of such failure to comply; (c) the Premises shall be deserted or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period), vacated; (d) any petition is filed by or if Licensee against Tenant under any section or chapter of any bankruptcy act; (e) Tenant shall become insolvent or make a transfer in fraud of creditors; (f) Tenant shall make an assignment for the benefit of creditors; (g) a receiver of trustee is appointed for a substantial part of the assets of Tenant and within thirty (30) days thereafter Tenant fails to secure a discharge thereof or (h) this leasehold interest of Tenant is levied upon under execution, or file a voluntary petition then, in bankruptcy or insolvencyany such events, or Landlord shall be adjudged bankrupt, or if have the estate hereby created shall be deserted or vacated, then and in option to do any of the said cases, following in addition to and not withstanding any license or waiver in limitation of any former breach remedy permitted by law or by this Lease: Terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord, but if Tenant fails to do so, Landlord may, without further notice, enter upon the Premises and expel or remove Tenant and Tenant’s effects, by force and without court proceedings, and without being liable to prosecution or any claim for damages therefor; and Tenant agrees to indemnify Landlord for all loss and damage which Landlord may suffer by reason of covenant such Lease termination, whether through inability to relet the Premises or consent through decrease in a former instancerent or otherwise. Without terminating this Lease, it enter upon the Premises as the agent of Tenant, without being liable to prosecution or any claim for damages thereon, and relet the Premises as the agent of Tenant, and receive the rent therefor and Tenant shall be lawful for Textron thereupon or pay Landlord any deficiency that may arise by reason of such reletting, together with Landlord’s expenses incurred in such reletting, on demand at any time thereafterand from time to time. Refrain from terminating this Lease but terminate Tenant’s right of possession until such default is cured, during which such default, assignment, insolvency, either by legal action or by force and without court proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee Landlord may enforce against Tenant the provisions of this Lease for the unexpired Term hereof. Declare all Base Rent and other payments for the entire unexpired Term of this Lease at once due and payable, and if not paid forthwith upon Lessor’s demand, then to resort to legal process for collection of all accelerated payments due under this Lease. Recover, in addition to any other damages set forth in this Lease or permitted at law or equity, all of Landlord’s expenses incurred with respect to Tenant’s default, including without being guilty limitation reasonable attorney’s fees, commissions, and costs of repair, renovation or alteration of the Premises. Take any manner of trespass without prejudice, however, to Textron’s claims for rent other actions or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textronremedies permitted by law.

Default. If Licensee shall be in default in the payment The occurrence of fees or any part thereof or of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether or not the payment of said fees shall have been demanded), or if default shall be made in any other one of the covenants or provisions herein contained following events shall constitute an event of default on the part of Licensee Tenant ("Default"): (a) The abandonment of the Premises by Tenant; (b) Failure to be kept pay any installment of Base Rent, Additional Rent or any other monies due and performed and if such default shall continue payable hereunder, said failure continuing for a period of ten (10) 3 days after the same is due; (c) A general assignment by Tenant or any guarantor for the benefit of creditors; (d) The filing of a voluntary petition in bankruptcy by Tenant or any guarantor, the filing of a voluntary petition for an arrangement, the filing of a petition, voluntary or involuntary, for reorganization, or the filing of an involuntary petition by Tenant's creditors or guarantors; (e) Receivership, attachment, of other judicial seizure of the Premises or all or substantially all of Tenant's assets on the Premises; (f) Failure of Tenant to maintain insurance as required by Paragraph 8.2; (g) Any breach by Tenant of its covenants under Paragraph 6.2; (h) Failure in the performance of any of Tenant's covenants, agreements or obligations hereunder (except those failures specified as events of Default in other Paragraphs of this Paragraph 13.1 which shall be governed by such other Paragraphs), which failure continues for 10 days after written notice thereof from Landlord to Licensee (or Tenant provided that, if Tenant has exercised reasonable diligence to cure such default failure and such failure cannot be cured within such 10 day periodperiod despite reasonable diligence, Licensee has Tenant shall not commenced be in default under this subparagraph unless Tenant fails thereafter diligently and continuously to prosecute the cure default within such 10 day period)to completion; (i) Any transfer of a substantial portion of the assets of Tenant, or if Licensee shall make an assignment any incurrence of a material obligation by Tenant, unless such transfer or obligation is undertaken or incurred in the ordinary course of Tenants business or in good faith for the benefit of creditorsequivalent consideration, or file a voluntary petition in bankruptcy or insolvencywith Landlord's consent; and (j) The default of any guarantors of Tenant's obligations hereunder under any guaranty of this Lease, or shall be adjudged bankrupt, the attempted repudiation or if the estate hereby created shall be deserted or vacated, then and in any of the said cases, not withstanding any license or waiver revocation of any former breach of covenant or consent in a former instance, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textronguaranty.

Default. If Licensee Borrower shall be in default in under this Agreement and under any other agreement with the payment Lender upon the happening of fees any of the following events or conditions, without demand or notice from Lender (unless otherwise provided by law) (each, an "Event of Default"): (1) Failure of Borrower to pay when due any Obligation, whether by maturity, acceleration or otherwise under this Agreement, the Notes or any part thereof or of the other sums payable by Licensee hereunder at Loan Documents. (2) Except with respect to the times obligations of Borrower set forth in Section 6.10 and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether or not the payment Section 6.18 of said fees shall have been demanded)this Agreement, failure of Borrower to perform, or if default shall be made breach of, any of its agreements, warranties or representations set forth in any other of the covenants this Agreement and such breach or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue failure continues for a period of ten five (105) days after notice thereafter or in any agreement with any other person or organization for borrowed money or lease of real or personal property resulting in a right by such third party to Licensee accelerate the maturity of any amounts owed thereunder in an amount in excess of $50,000 provided that the Event of Default hereunder caused by the occurrence of a default under another agreement described in this Section shall be automatically cured for purposes of this Agreement upon the cure or waiver of the default under such other agreement. (or if such default cannot be cured within such 10 day period, Licensee has not commenced 3) Failure of the Borrower to cure default within such 10 day period)perform, or if Licensee shall make breach of, any of its agreements, warranties or representations set forth in Section 6.10 and Section 6.18 of this Agreement; (4) Failure of the Borrower to perform, or a breach of, any of its agreements, warranties or representations set forth in any of the Loan Documents and such failure or breach continues for a period of five (5) days thereafter; (5) Borrower's failure to perform any covenant or agreement, or breach of any representation or warranty, set forth in the letter agreement dated of even date herewith between Borrower and Lender wherein Borrower has agreed, among other things, not to consider, discuss or enter into any Acquisition Transaction with a party other than Lender for a specified period of time. (6) Material loss or theft, substantial damage or destruction or unauthorized sale or encumbrance of any material portion of the Collateral in excess of reasonably expected recoveries under insurance policies, or the making of any levy on, or seizure or attachment of a material portion of the Collateral; (7) Dissolution, liquidation, termination of existence, insolvency or business failure of the Borrower or the appointment of a custodian or receiver of any part of Borrower's property, or an assignment or trust mortgage for the benefit of creditorscreditors by Borrower, or file a voluntary petition in the recording or existence of any lien for unpaid taxes, or the commencement of any proceeding under any bankruptcy or insolvencyinsolvency laws by or against Borrower, or shall be adjudged bankruptservice upon the Lender of any writ, summons, or if the estate hereby created shall be deserted process designed to affect any account or vacated, then and in property of Borrower or a declaration of intent by Borrower to effect any of the said cases, not withstanding foregoing; or (8) The institution by or against Borrower or any license indorser or waiver guarantor of any former breach Note of covenant or consent in a former instance, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of proceedings under the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises United States Bankruptcy Code or any part thereof in other federal or state bankruptcy, reorganization, receivership, insolvency or other similar law affecting the name rights of creditors generally or the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty making by the Borrower or any indorser or guarantor of any manner Note of trespass without prejudice, however, to Textron’s claims an assignment or trust mortgage for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of creditors or a declaration of intent by the Borrower to effect any assignee, receiver or trustee in bankruptcy, excepting at of the option of Textronforegoing.

Default. If Licensee 17.1 Upon the occurrence, at any time prior to or during the Term, of any one or more of the following events (referred to as, the “Events of Default”): (i) if Tenant shall be in default in the payment when due of fees any installment of Rent or any part thereof or of other sums payable by Licensee hereunder at the times and places herein fixed for in the payment thereof when due of any additional rent, and said default shall continue ten (10) days (whether or not the payment of said fees shall have been demanded), or if default shall be made in any other of the covenants or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue for a period of seven (7) days after notice by Landlord to Tenant of such default; or (ii) if Tenant shall default in the observance or performance of any term, covenant or condition of this Lease on Tenant’s part to be observed or performed (other than the covenants for the payment of Rent and additional rent) and either (a) Tenant shall fail to remedy such default within ten (10) business days after notice by Landlord to Licensee Tenant of such default, or (or b) if such default is of such a nature that it cannot be cured completely remedied within said period of ten (10) business days, Tenant shall not commence the cure of such 10 day period, Licensee has not commenced to cure default within said period of ten (10) business days, and thereafter fails to diligently prosecute to completion all steps-necessary to remedy such 10 day period)default and completely remedy such default within sixty (60) days (or such longer period as may be reasonably required to remedy such default as mutually agreed to) of the notice from Landlord; or (iii) if Tenant shall default in the observance or performance of any term, covenant or if Licensee condition on Tenant’s part to be observed or performed under any other lease with Landlord or Landlord’s predecessor in interest of space in the Building and such default shall make an assignment continue beyond any grace period set forth in such other lease for the benefit remedying of creditorssuch default; or (iv) if the Premises shall become deserted or abandoned; or (v) if Tenant’s interest in this Lease shall devolve upon or pass to any person, whether by operation of law or otherwise, except as may be expressly permitted under Article 12 hereof; or (vi) if Tenant shall file a voluntary petition in bankruptcy or insolvency, or shall be adjudged bankruptadjudicated a bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, or shall make an assignment for the benefit of creditors or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any part of Tenant’s property; or (vii) if, within thirty (30) days after the commencement of any proceeding against Tenant, whether by the filing of a petition or otherwise, seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, such proceeding shall not have been dismissed, or if, within thirty (30) days after the appointment of any trustee, receiver or liquidator of Tenant, or of all or any part of Tenant’s property, without the consent or acquiescence of Tenant, such appointment shall not have been vacated or otherwise discharged, or if the estate hereby created any execution or attachment shall be deserted issued against Tenant or vacated, then and in any of Tenant’s property pursuant to which the said casesPremises shall be taken or occupied or attempted to be taken or occupied; or (viii) if within any twelve (12) consecutive calendar month period, not withstanding Tenant shall have on three (3) or more occasions failed to pay Rent or additional rent when due hereunder, or Landlord has had grounds to commence more than two summary proceedings; then, upon the occurrence, at any license time prior to or waiver during the Term, of any former breach one or more of covenant or consent in a former instancesuch Events of Default, it shall be lawful for Textron thereupon or Landlord, at any time thereafter, during which such defaultat Landlord’s option, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect may give to terminate this Agreement and all of Licensee’s interest hereunder by giving Tenant a five (5) business days’ written notice to Licensee of such termination and of this Lease and, in the effective date thereof (and event such notice having been is given, this Agreement Lease and the Term shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law come to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and expire (whether or not the Term shall have commenced) upon the expiration of said five (5) business days with the same effect as if the date of expiration of said five (5) business days were the Expiration Date, but Tenant shall remain liable for damages as provided for in such case expel Licensee without being guilty Article 18 hereof. 17.2 If, at any time, (i) Tenant shall be comprised of two (2) or more persons, or (ii) Tenant’s obligations under this Lease shall have been guaranteed by any person other than Tenant, or (iii) Tenant’s interest in this Lease shall have been assigned, the word “Tenant”, as used in clauses (vi) and (vii) of Section 17.1, shall be deemed to mean any one or more of the persons primarily or secondarily liable for Tenant’s obligations under this Lease. Any monies received by Landlord from or on behalf of Tenant during the pendency of any manner proceeding of trespass without prejudice, however, the types referred to Textron’s claims in said clauses (vi) and (vii) shall be deemed paid as compensation for rent or other claims for breach the use and occupation of covenant hereunder, it being expressly understood the Premises and agreed that this Agreement the acceptance of any such compensation by Landlord shall not continue be deemed an acceptance of Rent or inure to a waiver on the benefit part of Landlord of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textronrights under said Section 17.1.

Default. If Licensee The following occurrences shall constitute “Events of Default” under this Agreement: (a) Buyer shall fail to make any payments to Seller when due under this Agreement; or (b) any representation of warranty of Buyer contained herein or in any document furnished to Seller in connection herewith shall be incorrect or misleading in default in the payment of fees any material respect when made; or (c) Buyer shall fail to observe or to perform any part thereof or of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether or not the payment of said fees shall have been demanded)covenant, agreement, or if default shall be warranty made in any other of the covenants or provisions herein contained on the part of Licensee to be kept by Buyer hereunder and performed and if such default failure shall continue for a period of ten (10) days after notice thereof to Licensee Buyer; (or if such d) Buyer shall default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period), or if Licensee under any other agreement between Seller and Buyer; or (e) Buyer shall make an assignment for the benefit of creditorscreditors or shall file any petition or action under any bankruptcy, reorganization, or file a voluntary petition in bankruptcy or insolvencyinsolvency law, or any other law or laws for the relief of, or relating to, debtors; or (f) any involuntary petition shall be adjudged bankruptfiled under any bankruptcy statute against Buyer or any receiver, trustee, custodian, or if the estate hereby created similar official shall be deserted or vacated, then and in any appointed to take possession of the said casesproperties of Buyer; or (g) Seller, not withstanding any license or waiver in good faith, believes that ▇▇▇▇▇’s financial condition has become such as to endanger completion of any former breach of covenant or consent in a former instance, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continueperformance by ▇▇▇▇▇, or be Seller, in effect to good faith, otherwise believes itself insecure. If any Event of Default shall occur, Seller, at its option, may terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee Buyer. In such event Seller shall, nevertheless, have the right to recover from Buyer any and all amounts that, under the terms of this Agreement, may be then due or that may have accrued to the date of such termination, plus interest on that amount, as a late charge, at the Default Rate. If, after notice of termination of this Agreement as provided in this paragraph, it is determined that Buyer was not in default under the provisions of this paragraph 14, the rights and obligations of the effective date thereof (and such parties shall be the same as if the notice having of termination had been given, issued pursuant to paragraph 15 of this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of TextronAgreement.

Default. If Licensee Upon the occurrence of any one or more of the following ------- events (the "Events of Default"), Landlord shall be have the right to exercise any rights or remedies available in default this Lease, at law or in the equity. Events of Default shall be: (i) Tenant's failure to pay when due any regularly scheduled payment of fees Rent, or any part thereof or other sum of other sums money payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether as additional rent or otherwise) and such failure is not the payment of said fees shall have been demanded), or if default shall be made in any other of the covenants or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue for a period of cured within ten (10) days after receipt of written notice thereof from Landlord (but Landlord shall be obligated to Licensee tender notice of such default only once in any given twelve (12) month period, and thereafter it shall be an Event of Default any time a required payment is not received within ten (10) days of the date such sum was due if Landlord has given notice of default relating to Tenant's failure to pay any regularly scheduled payment of Rent in the preceding twelve (12) month period); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional rent or otherwise) and such failure is not cured within thirty (30) days after receipt of written notice thereof from Landlord; (iii) Tenant's failure to perform any of the other terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of written notice thereof, or, if such default cannot reasonably be cured remedied within such 10 day period, Licensee has Tenant does not commenced within thirty (30) days after written notice thereof commence such act or acts as shall be necessary to cure remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such 10 day period)"Cure Period" extend beyond one hundred twenty (120) days after written notice thereof; (iv) if Tenant becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment shall not have been set aside within sixty (60) days from the date of such petition or appointment, or if Licensee shall make any of the foregoing are filed against Tenant, or if Tenant makes an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy or insolvency, creditors or shall be adjudged bankruptadmit in writing its inability to pay its debts generally as they become due, or if Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within sixty (60) days; (v) Tenant's failure to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate hereby created shall be deserted or vacated, then and interest of Tenant in any of the said cases, not withstanding any license or waiver of any former breach of covenant or consent in a former instance, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 27 hereof; (viii) if Tenant ceases continuous operations on the name Premises required by Paragraph 6(b) hereof; (ix) if there has been a notice of default under or a termination or relinquishment of the wholefranchise or license pursuant to which Tenant or an Affiliate (as defined in Exhibit E) conducts business on or from --------- the Premises ("Franchise"), provided that such event shall not constitute an Event of Default if (i) no other Event of Default enumerated in this Paragraph 20 shall occur and be continuing, and (ii) at a date no later than the period allowed to declare this Agreement Tenant pursuant to the Franchise to cure such default, termination or relinquishment, Tenant or an Affiliate has cured such default thereunder so that there is no default, termination or relinquishment of the Franchise, or Tenant has entered into a written new or amended Franchise for operation of motor vehicle retail or motor vehicle related businesses at the Premises with a substitute franchisor or licensor acceptable to Landlord on terms and conditions acceptable to Landlord, which acceptance shall not be unreasonably withheld or delayed; (x) Tenant's failure to provide Landlord immediate notice of Tenant's receipt of notice of (A) a default or potential default by Tenant under the Franchise, or (B) the franchisor's intent to terminate, suspend or not renew the Franchise; (xi) if Tenant or any of its Affiliates defaults under any other lease with Landlord or an end and in Affiliate of Landlord, unless such case expel Licensee without being guilty default is premised upon a default, suspension or termination of any manner Franchise agreement; and (xii) if Guarantor violates the provisions of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach Section 9 of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of TextronGuaranty.

Default. If Licensee (a) The following events shall be deemed to be events of default by Tenant under this Lease: (i) Tenant shall fail to pay any installment of Rent or any other charge or assessment against Tenant pursuant to the terms hereof within five (5) days after the date notice of such late payment is received by Tenant; provided, however, if more than two (2) payments due of Tenant hereunder in any one (1) calendar year are not made until after notice of such late payment is received by Tenant, then it shall be an event of default hereunder by Tenant if any subsequent payment due of Tenant hereunder in the payment of fees or any part thereof or of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue same calendar year is not made within ten (10) days of the date when due; (whether ii) Tenant shall fail to comply with any term, provision, covenant or not warranty made under this Lease by Tenant, other than the payment of said fees shall have been demanded), the Rent or if default shall be made in any other of the covenants charge or provisions herein contained on the part of Licensee to be kept assessment payable by Tenant, and performed and if shall not cure such default shall continue for a period of ten failure within fifteen (1015) days after notice thereof to Licensee (Tenant, or if such default cannot be cured within such 10 day period, Licensee has not commenced longer period as is necessary to cure default such default, provided Tenant is diligently pursuing same, and such cure is effectuated in any event within such 10 day period), sixty (60) days after notice thereof is given to Tenant; (iii) Tenant or if Licensee any guarantor of this Lease shall make an a general assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due, or shall file a voluntary petition in bankruptcy or insolvencybankruptcy, or shall be adjudged bankruptadjudicated as bankrupt or insolvent, or if the estate hereby created shall be deserted or vacated, then and file a petition in any of the said casesproceeding seeking any reorganization, not withstanding arrangement, composition, readjustment, liquidation, dissolution or similar relief under any license present or waiver of any former breach of covenant future statute, law or consent in a former instance, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continueregulation, or be shall file an answer admitting or fail timely to contest the material allegations of a petition filed against it in effect to terminate any such proceeding; (iv) a proceeding is commenced against Tenant or any guarantor of this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (Lease seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement proceeding shall not continue or inure to have been dismissed within ninety (90) days after the benefit of any assignee, commencement thereof; (v) a receiver or trustee in bankruptcy, excepting at shall be appointed for all or substantially all of the option assets of Textron.Tenant or of any guarantor of this Lease;

Default. If Licensee and whenever: (a) the Lessee shall be in default in the payment of fees any money, whether hereby expressly reserved or deemed as rent, or any part thereof or of other sums payable by Licensee hereunder at the times thereof, and places herein fixed for the payment thereof and said such default shall continue for three (3) days following any specific due date on which the Lessee is to make such payment or, in the absence of such specific due date, for the three (3) days following written notice by the Lessor requiring the Lessee to pay the same; or (b) the Lessee’s leasehold interest hereunder, or any goods, chattels or, equipment of the Lessee located in the Leased Premises shall be taken or seized in execution or attachment, or if any writ of execution shall issue against the Lessee and not be discharged within twenty-one (21) days of its issuance, or the Lessee shall become insolvent or commit an act of bankruptcy or become bankrupt or take the benefit of any Act that may be in force for bankrupt or insolvent debtors or become involved involuntary or involuntary winding up, dissolution or liquidation proceedings, or if a receiver or receiver and manager shall be appointed for the affairs, business, property or revenues of the Lessee; or (c) the Lessee shall fail to commence, diligently pursue and complete the Lessee’s work to be performed pursuant to any agreement to lease pertaining to the Leased Premises or other agreement signed by the parties or fail to open for business when required by the provisions of this Lease, or vacate or abandon the Leased Premises or fail or cease to operate pursuant to the provisions of this Lease or otherwise cease to conduct business from the Leased Premises, or use or permit or suffer the use of the Leased Premises for any purposes other than as allowed pursuant to this Lease, or fail to remedy or rectify any act or omission hereunder, or if the Lessee should move or commence, attempt or threaten to move its goods, chattels and equipment out of the Leased Premises other than in the routine and ordinary course of its business; or (d) the Lessee or any agent of the Lessee falsifies any report or statement required to be furnished to the Lessor or anyone else pursuant to this Lease; or (e) the Lessee makes a sale in bulk of any of its assets, wherever situated (other than a bulk sale made to an Assignee or Sublessee pursuant to a permitted assignment or subletting hereunder and pursuant to the Bulk Sales Act of Alberta); or (f) the Lessee abandons or attempts to abandon the Leased Premises, or sells or disposes of the trade fixtures, goods or chattels of the Lessee or removes them from the Leased Premises so that there would not in the event of such sale or disposal be sufficient trade fixtures, goods or chattels of the Lessee on the Leased Premises subject to distress to satisfy all rent due or accruing hereunder for a period of at least three (3) months; or (g) the Leased Premises become and remain vacant for a period of five (5) consecutive days or are used by any persons other than such as are entitled to use them hereunder; or (h) the Lessee assigns, transfers, encumbers, sublets or permits the occupation or use or the parting with or sharing possession of all or any part of the Leased Premises by anyone except in a manner permitted by this Lease; or (i) re-entry is permitted under any other term of this Lease; or (j) the Lessee shall not observe, perform and keep each and every of the covenants, agreements, stipulations, obligations, conditions and other provisions of this Lease to be observed, performed and kept by the Lessee and shall persist in such default, in the case of monetary payments, beyond the ten (10) day period stipulated in paragraph (a) — aforesaid or, in the case of any other default, after ten (10) days (whether following written notice from the Lessor requiring that the Lessee remedy, correct or not comply or, in the payment case of said fees shall have been demanded), or if default shall be made in any other of the covenants or provisions herein contained on the part of Licensee to be kept and performed and if such default which would reasonably require more than ten(10) days to rectify, unless the Lessee shall continue for a period of commence rectification within the said ten (10) days after day notice to Licensee (or if period and thereafter promptly and diligently and continuously proceed with the rectification of any such default cannot be cured within such 10 day perioddefault; then, Licensee has not commenced to cure default within such 10 day period), or if Licensee shall make an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy or insolvency, or shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacated, then and in any each of the said such cases, not withstanding any license or waiver of any former breach of covenant or consent in a former instance, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textronthe Lessor and in addition to any other rights or remedies the Lessor may have pursuant to this Lease or at law, the Lessor may, immediately re-enter upon the Leased Premises and may expel all occupants thereof and remove all property from the Leased Premises and such property may be removed and sold or disposed of by the Lessor in such manner as it deems advisable, including by private sale, or may be stored in a public warehouse or elsewhere at the cost and for the account of the Lessee, all without service of notice or resort to legal process and without the Lessor being considered guilty of trespass or becoming liable for any loss or damage which may be occasioned thereby. If the Lessor elects to re-enter the Leased Premises as herein provided, or if it takes possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease or it may from time to time without terminating this Lease, make such alterations and repairs as are necessary in order to relet the Leased Premises, or any part thereof, for such term or terms (which may be for a term extending beyond the Term) and at such rent and upon such other terms, covenants and conditions as the Lessor in its sole discretion considers advisable.

Default. If Licensee shall The TENANT promises and agrees that if default be in default made in the payment of fees rents or in the performance of any part thereof or other conditions of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether or not the payment of said fees shall have been demanded)this lease, or if default shall be made TENANT in its use of the premises violates any city ordinances, State or Federal Laws or if any TENANT, or any Guarantor hereof, files any petition under the bankruptcy or insolvency laws of the United States, or of any other of the covenants or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue for a period of ten (10) days after notice to Licensee (or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period)jurisdiction, or if Licensee shall make makes an assignment for the benefit of creditors, or file makes application for appointment of a voluntary petition in bankruptcy trustee or insolvencyreceiver regarding any of TENANT’S property that this lease may be forthwith terminated at the election of the LANDLORD, subject to the prior written notice requirements hereof, and that the TENANT will, subject to the grace periods hereinafter set forth, surrender and deliver up possession of the LEASED PREMISES to the LANDLORD upon receiving written notice from the LANDLORD of the breach of conditions of this lease and the election of the LANDLORD to so terminate this lease. In the event of such default by the TENANT, then the LANDLORD, besides other rights or remedies he may have, shall have the immediate right of re-entry. Should the LANDLORD elect to re-enter, as herein provided, or shall be adjudged bankruptshould he take possession pursuant to legal proceedings or pursuant to any notice provided by law, he may either terminate this lease, or if the estate hereby created shall be deserted or vacatedhe may, then and in any of the said cases, not withstanding any license or waiver of any former breach of covenant or consent in a former instance, it shall be lawful for Textron thereupon or at any from time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s optiontime, without demand terminating this lease, re-let or notice, and without process of law to enter upon and into re-lease the Premises LEASED PREMISES or any part thereof for such amount of rental and upon such terms and conditions as the LANDLORD, in his sole discretion and judgment, may deem advisable, and he may make such alterations, improvements and repairs to the LEASED PREMISES as he may deem advisable. No such re-letting or re-leasing of the LEASED PREMISES by the LANDLORD, under the circumstances set forth in this paragraph, shall be construed as an election on the LANDLORD'S part to terminate or cancel this lease, unless a written notice of such termination or cancellation is mailed by the LANDLORD to the TENANT at the address set out herein for notices, nor shall such re-letting or re-leasing relieve the TENANT from liability to the LANDLORD for any and all damages, of whatsoever type or nature, which the LANDLORD may have or will suffer or incur as a result of the TENANT'S breach of any of the terms, covenants, provisions and conditions herein contained. Notwithstanding any such re-letting or re-leasing without termination of this lease by the LANDLORD, the LANDLORD may at any time thereafter elect to terminate the lease for such previous breach of the TENANT. In the event LANDLORD is required to retain an attorney to enforce any provision of this lease, then LANDLORD shall be entitled to recover from TENANT its actual attorney's fees reasonably incurred and its court costs. In the event default by TENANT in the name payment of rent occurs under the wholeterms of this lease, LANDLORD shall provide TENANT with three (3) days written notice of such default. In the event TENANT fails to cure such default within three (3) days following receipt of such notice, then LANDLORD may proceed with the remedies as above specified. If default by the TENANT be for reasons other than non-payment of rent, then LANDLORD shall provide TENANT with ten (l0) days prior written notice to cure such default, and failing such cure by TENANT, LANDLORD shall be entitled to declare this Agreement at an end those remedies set forth under Paragraph 13 hereof. Acceleration of rent. Following default by TENANT, LANDLORD may demand, and in such case expel Licensee case, TENANT shall immediately pay in a single accelerated payment, the entire amount of lease payments that would become due and owing to LANDLORD over the remaining portion of the lease term. No discount for early payment shall occur by reason of the acceleration. If TENANT shall make payment of such accelerated rent at any time prior to LANDLORD’S termination of TENANT’S right to possession of the premises, then TENANT shall be entitled to remain in possession of the premises for the remainder of the term of this lease, so long as no further default shall occur, but upon the occurrence of a further default, LANDLORD shall be entitled to recover possession of the premises without being guilty any rebate of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textronaccelerated rent.

Default. If Licensee shall be in default in The occurrence of any one or more of the payment following events will constitute an "event of fees default" on the part of TDI-NE: A. Failure to pay any installment of rent or any part thereof or of other sums payable sum required to be paid by Licensee hereunder at the times TDI-NE under this Lease, and places herein fixed for the payment thereof and said default such failure shall continue for ten (10) business days after written notice of such failure is received from State; provided, however, that TDI-NE shall have thirty (30) business days to cure such late payment. B. Failure to perform any of the other covenants or conditions which TDI-NE is required to observe and perform (except for the failure to pay rent or any other monetary obligation contained in this Lease) and such failure should continue for thirty (30) days (whether or not such shorter period of time as may be reasonably specified by State in the event of an emergency presenting risk of loss of life, bodily harm or irremediable property damage) after written notice thereof by State to TDI-NE; provided, however, that if such default is other than the payment of said fees shall have been demanded), or if default shall be made in any other of the covenants or provisions herein contained on the part of Licensee to be kept money and performed and if such default shall continue for a period of ten (10) days after notice to Licensee (or if such default cannot be cured within such 10 thirty (30) day period, Licensee has then an event of default shall not commenced have occurred if TDI-NE commences curing of such failure within thirty (30) days of receiving written notice from the State, and diligently in good faith prosecutes the same to cure default completion and furnishes evidence of completion to State within thirty (30) days thereafter; C. The levy of a writ of attachment or execution or other judicial seizure of substantially all of TDI-NE's assets or its interest in this Lease, such 10 day period)attachment, execution or if Licensee other seizure remaining undismissed or discharged for a period of thirty (30) days after the levy thereof; D. If TDI-NE shall make an assignment be declared insolvent according to law; E. The appointment of a receiver or trustee for TDI-NE on all or the benefit majority of creditorsTDI-NE’s property, or file which appointment is not discharged within forty-five (45) days after the date of filing; or F. The filing by TDI-NE of a voluntary petition in bankruptcy pursuant to the Bankruptcy Code or insolvencyany successor thereto or the filing of an involuntary petition against TDI-NE pursuant to the Bankruptcy Code or any successor legislation, or shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacated, then and in any of the said cases, which petition is not withstanding any license or waiver of any former breach of covenant or consent in a former instance, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof discharged within forty-five (and such notice having been given, this Agreement shall cease and expire on 45) days after the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textronfiling.

Default. If Licensee (a) Upon the occurrence of any one or more of the following events ("Tenant Default") Landlord shall be in default have the remedies hereafter set forth: (i) Tenant defaults in the payment of fees any rent, additional rent, or other sums due and payable by Tenant to Landlord under this Lease; provided that Tenant shall have the right to cure a monetary default if any such amounts are paid to Landlord within five (5) days after Tenant's receipt of written notice from Landlord of such non-payment; or (ii) Tenant violates or defaults in the performance of any covenant, agreement, or other condition contained in this Lease (other than the payment of rent or other sum payable under this Lease) for a period of more than thirty (30) days after written notice of such violation or default has been given by Landlord to Tenant (or, in the case of a default not curable within thirty (30) days, if Tenant shall fail to commence to cure such default within such thirty (30) days and diligently pursue the cure of the default; or (iii) Tenant makes a general assignment or arrangement for the benefit of creditors or a voluntary or involuntary petition in bankruptcy is filed by or against Tenant or Tenant files a petition for reorganization or protection under any law relating to bankruptcy or a trustee or receiver is appointed to take possession of all or substantially all of Tenant's assets located at the Premises or Tenant's interest in this Lease, or all or substantially all of such assets or interest is attached, is judiciously seized or is executed upon provided that in the case of any involuntary proceeding, such proceeding is not dismissed within sixty (60) days thereafter. (b) In the event of a Tenant Default, Landlord shall have the right, at its election, then or at any time thereafter and while such Tenant Default continues either; (1) To give Tenant written notice of intention to terminate this Lease on the date of such given notice or on any later date specified therein, and on the date specified in such notice, whereupon Tenant's right to possession of the Premises shall cease and this Lease shall thereupon be terminated, except as to Tenant's liability, as if the expiration of the term fixed in such notice were the end of the term herein originally demised; or (2) After legal demand and notice and subject to all applicable banking regulations, to reenter 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, without use of force or breach of peace, and without prejudice to any remedies for arrears of rent or preceding breach of covenants or conditions. Should Landlord elect to reenter as provided in this subparagraph (2), or should Landlord take possession pursuant to legal proceedings or pursuant to any notice provided for by law, Landlord may, from time to time, without terminating this Lease, relet the Premises or any part thereof in Landlord's or Tenant's name, but for the account of 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 and upon such other terms (which may include concessions of free rent and alteration and repair of the Premises) as Landlord, in its reasonable discretion, may determine, and Landlord may collect and receive the rents therefor. Landlord shall use commercially reasonable efforts and mitigate Landlord's damages hereunder. No such reentry or taking possession of the Premises by Landlord shall be construed as an election on ▇▇▇▇▇▇▇▇'s part to terminate this Lease unless a written notice of such intention be given to Tenant. No notice from Landlord hereunder or under a forcible entry and detainer statute or similar law shall constitute an election by Landlord to terminate this Lease unless such notice specifically so states. Landlord reserves the right following any such reentry and/or reletting to exercise its right to terminate this Lease by giving Tenant such written notice, in which event the Lease will terminate as specified in said notice. (3) In the event that Landlord does not elect to terminate this Lease as permitted in subparagraph (1) of this subparagraph (b), but on the contrary, elects to take possession as provided in subparagraph (2) hereof, Tenant shall pay to Landlord (A) the rent and other sums as herein provided, which would be payable hereunder if such repossession has not occurred, less (B) the net proceeds, if any, of any reletting of the Premises after deducting all Landlord's expenses incurred in connection with such reletting, including, but without limitation, all repossession costs, brokerage commissions, legal expenses, attorneys' fees, expenses of employees, alteration and repair costs and expenses of preparation for such reletting. If, in connection with any reletting, the new Lease term extends beyond the existing term, or the premises covered thereby include other premises not part of the Premises, a fair apportionment of the rent received from such reletting and the expenses incurred in connection therewith as provided aforesaid will be made in determining the net proceeds from such reletting. In addition, in determining the net proceeds from such reletting, any rent concessions will be apportioned over the term of the new Lease. Tenant shall pay such rent and other sums to Landlord monthly on the days on which the rent would have been payable hereunder if possession had not been retaken and Landlord shall be entitled to receive the same from Tenant on each such day. (4) In the event, however, this Lease is terminated (except as provided in the paragraphs on casualty or condemnation), Tenant shall remain liable to Landlord for damages in an amount equal to the rent and other sums which would have been owing by Tenant hereunder for the balance of the term, had this Lease not been terminated, less the net proceeds, if any, of any reletting of the Premises by Landlord subsequent to such termination, after deducting all Landlord's reasonable expenses incurred in connection with such reletting, including but without limitation, the expenses enumerated above. Landlord shall be entitled to collect such damages from Tenant monthly on the days on which the rent and other amounts would have been payable hereunder if this Lease had not been terminated, and Landlord shall be entitled to receive the same from Tenant on each such day. Alternatively, at the option of Landlord, in the event this Lease is terminated, Landlord shall be entitled to recover forthwith against Tenant, as damages for loss of the bargain and not as a penalty, an aggregate sum which, at the time of such termination, represents the excess, if any, of the aggregate of the rent and all other sums payable by Licensee Tenant hereunder that would have accrued for the balance of the term over the aggregate rental value of the Premises (such rental value to be computed on the basis of a tenant paying not only a rent to Landlord for the use and occupation of the Premises, but also such other charges as are required to be paid by Tenant under the terms of this Lease) for the balance of such term, both discounted to present worth at the times and places herein fixed rate of four percent (4%) per annum. (5) Suit or suits for the payment thereof recovery of the amounts and said damages set forth hereinabove may be brought by Landlord, from time to time, at Landlord's election, and nothing herein shall be deemed to require Landlord to await the date whereon this Lease or the term hereof would have expired by limitation had there been no such default by Tenant, or no such termination, as the case may be. Each right and remedy provided for in this Lease shall continue ten (10) days (be cumulative and shall be in addition to every other right or remedy provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by Landlord of any one or more of the rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by Landlord of any or all other rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise. All reasonable costs incurred by Landlord in connection with collecting any amounts and damages owing from Tenant pursuant to the provisions of this Lease or to enforce any provision of this Lease, including reasonable attorneys' fees from the date any such matter is turned over to an attorney, whether or not one or more actions are commenced by ▇▇▇▇▇▇▇▇, shall also be recoverable by Landlord from Tenant, provided Landlord is the payment prevailing party. (6) No failure by Landlord to insist upon the strict performance of said fees any agreement, term, covenant or condition hereof or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial rent during the continuance of any such breach, shall have been demanded)constitute a waiver of any such breach or such agreement, term, covenant or if default condition. No agreement, term, covenant or condition hereof to be performed or complied with by ▇▇▇▇▇▇, and no breach thereof, shall be made waived, altered or modified except by written instrument executed by Landlord. No waiver of any breach shall affect or alter this Lease, but each and every agreement, term, covenant and condition hereof shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. Notwithstanding any termination of this Lease, the same shall continue in force and effect as to any provisions hereof which require observance or performance of Landlord or Tenant subsequent to termination. (7) Nothing contained in this paragraph shall limit or prejudice the right of Landlord to prove and obtain as liquidated damages in any other bankruptcy, insolvency, receivership, reorganization or dissolution proceeding, an amount equal to the maximum allowed by any statute or rule of law governing such proceeding and in effect at the time when such damages are to be proved, whether or not such amount be greater, equal to or less than the amounts recoverable, either as damages or rent, referred to in any of the covenants preceding provisions of this paragraph. (8) Notwithstanding anything contained hereinabove in this paragraph 40 to the contrary, any such proceeding or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue for a period of ten (10) days after notice to Licensee (or if such default cannot be cured within such 10 day periodaction involving bankruptcy, Licensee has not commenced to cure default within such 10 day period)insolvency, or if Licensee shall make an reorganization, arrangement, assignment for the benefit of creditors, or file appointment of a voluntary petition in bankruptcy receiver or insolvencytrustee, or shall be adjudged bankruptconsidered to be an event of default only when such proceeding, action or if the estate hereby created remedy shall be deserted taken or vacatedbrought by or against the then holder of the Leasehold estate under this Lease. (c) In the event that Landlord shall have taken possession of the Premises pursuant to the authority herein granted, then Landlord, without limitation of such other rights as are elsewhere provided herein, may relinquish possession of all or any portion of the personal property located therein to any person claiming to be entitled to possession thereof ("Claimant") who presents to Landlord a copy of any instrument represented to Landlord by Claimant to have been executed by Tenant (or any predecessor of Tenant) granting Claimant the right under various circumstances to take possession of such personal property, without the necessity on the part of the Landlord to inquire as to the authenticity of Tenant's or ▇▇▇▇▇▇'s predecessor's signature on such instrument copy and without the necessity of ▇▇▇▇▇▇▇▇'s making any investigation or inquiry as to the validity of the factual or legal basis upon which Claimant purports to act and ▇▇▇▇▇▇ agrees to indemnify and hold Landlord harmless from all costs, expenses, losses, damages, and liabilities incident to ▇▇▇▇▇▇▇▇'s relinquishment of possession of all or any portion of the personal property to Claimant. Tenant stipulates and agrees that the rights herein granted Landlord are commercially reasonable. (d) ▇▇▇▇▇▇ further agrees to pay, in addition to the rent and other sums payable under this Lease, such additional sums as a court of competent jurisdiction may adjudge reasonable as attorney’s fees in any suit or action instituted by Landlord to enforce the provisions of this Lease or the collection of the said casesrent or other sums payable by Tenant under this Lease. Tenant hereby waives any right of redemption which it may have under any present of future law in the event ▇▇▇▇▇▇ is evicted from or dispossessed of the Premises for any reason. Unless Landlord otherwise agrees in writing, ▇▇▇▇▇▇’s surrender of possession of the Premises to Landlord prior to the end of the Term and Landlord’s acceptance of such surrender shall not withstanding effect a termination of this Lease or release Tenant from any license of its obligations under this Lease for the remainder of the term of this Lease. (e) If ▇▇▇▇▇▇ believes that ▇▇▇▇▇▇▇▇ has breached or waiver failed to comply with any provision of any former breach of covenant or consent in a former instancethis Lease applicable to Landlord, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving Tenant will give written notice to Licensee Landlord describing the alleged breach or noncompliance. Landlord will not be deemed in default under this Lease if Landlord cures the breach or noncompliance within 20 days after receipt of Tenant's notice or, if the same cannot reasonably be cured within such 20-day period, if Landlord in good faith commences to cure such breach or noncompliance within such period and then diligently pursues the cure to completion within 60 days of the date of Tenant’s original notice to Landlord. Tenant will also send a copy of such termination and notice to any lender of the effective date thereof (whom ▇▇▇▇▇▇ has been notified in writing, and such lender will also have the right to cure the breach or noncompliance within the period of time described above. If such breach or noncompliance is not cured within the period of time described above, then Tenant may exercise any right or remedy available to Tenant at law or in equity, except to the extent expressly waived or limited by the terms of this Lease; provided that if a Landlord default occurs of which Tenant has given notice having been given, this Agreement shall cease to Landlord and expire on the date named therein), and/or, at Textron’s option, without demand or notice, such default materially and without process adversely affects Tenant's use of law to enter upon and into the Premises or any part thereof results in a substantial likelihood of personal injury or damage to Tenant's property in the name Premises, Tenant shall be entitled to take the minimal commercially reasonable action to cure such default and bill Landlord for the reasonable cost and expense to cure the same, which Landlord will pay within 30 days after receipt of the wholean invoice therefor, and if Landlord fails to declare this Agreement at an end and in timely reimburse Tenant, Tenant shall have the right to offset such case expel Licensee without being guilty amount against the next payment of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant Rent hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textron.

Default. If Licensee Upon the occurrence of any Event of Default (defined below), ALS Holdings shall be have the affirmative obligation to notify PSLT-ALS Holdings as soon as it knows of any such event. The occurrence of any of the following events shall constitute an "Event of Default" under this Agreement, and in connection therewith, PSLT-ALS Holdings shall have the right to exercise any rights or remedies available in this Agreement, at law or in equity: (i) Any default in by any of the payment Alterra Lessees under the terms of fees or their respective Property Leases with the Provident Lessors, and the continuation of such default beyond any part thereof or applicable notice and cure period therefor; (ii) ALS Holdings' failure to pay when due hereunder any of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten (10) days Alterra Rent Payments (whether due to a Wrongful Distribution or otherwise) and such failure is not the payment of said fees shall have been demanded), or if default shall be made in cured within five (5) Business Days; (iii) ALS Holdings' failure to perform any other of the terms, covenants or provisions herein conditions contained on the part in this Agreement if not remedied within thirty (30) days after receipt of Licensee to be kept and performed and Notice thereof, or, if such default cannot reasonably be remedied within such period, ALS Holdings does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if (w) ALS Holdings or Guarantor becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, or (x) any of the foregoing are filed against ALS Holdings or Guarantor and such petition or appointment shall not have been set aside within ninety (90) days from the date of such petition or appointment, or (y) ALS Holdings or Guarantor makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or (z) ALS Holdings' or Guarantor's interest in all or portion of the Total Revenues is attached, levied upon, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if either of ALS Holdings or Guarantor is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or in any manner permits the sale or divestiture of substantially all of its assets; (vi) a default occurs under Paragraph 6; (vii) Intentionally Deleted; (viii) if any material representation or warranty made by or on behalf of ALS Holdings under this Agreement shall prove to be false or misleading in any material respect on the date when made and the same has a material adverse effect on the financial condition of ALS Holdings or ALS Holdings' ability to perform under this Agreement or the Lease Guaranty (as defined in the Property Leases); (ix) if any material representation or warranty made by or on behalf of Guarantor under the Guaranty shall prove to have been false or misleading in any material respect on the date when made and the same has a material adverse effect on the financial condition of Guarantor or Guarantor's ability to perform under the Guaranty; (x) Intentionally Deleted; (xi) the issuance or entry against Guarantor of any final, unappealable award or judgment (after any applicable appeal periods have expired) in an amount of One Million Six Hundred Thousand Dollars ($1,600,000.00) or more, and such award or judgment shall continue unsatisfied and in effect for a period of ten (10) consecutive days after notice without ALS Holdings demonstrating, to Licensee PSLT-ALS Holdings' reasonable satisfaction, that an insurance policy exists that would cover such award or judgment; or (or xii) Intentionally Deleted; or (xiii) if such default cannot be cured within such 10 day period, Licensee has not commenced Guarantor fails to cure default within such 10 day period), or if Licensee shall make an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy or insolvency, or shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacated, then and in perform any of the said casesterms, covenants or conditions contained in the Guaranty beyond any applicable notice and cure periods set forth therein. Notwithstanding anything to the contrary set forth in this Section 7(a), as to any Facility that is encumbered by one or more Facility Mortgages (any such encumbered Facility, an "Applicable Facility" and each Facility Mortgage encumbering the Applicable Facility, an "Applicable Facility Mortgage"), if and to the extent that: (A) a default occurs under clause (i), clause (ii), clause (iii), clause (vi) or clause (xiii) of this Section 7(a), and (B) such default arises solely as a result of a default under or relating to a Property Lease other than the Property Lease demising the Applicable Facility (and not withstanding any license or waiver as result of any former breach a default under the Property Lease demising the Applicable Facility), then, provided that no other independent Event of covenant or consent Default then exists under the Property Lease demising the Applicable Facility, such default shall not constitute an Event of Default, unless the holders of each Applicable Facility Mortgage (if any) encumbering the Applicable Facility consents in a former instance, it shall be lawful for Textron thereupon or at any time thereafter, during which writing to such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all 's constituting an Event of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of TextronDefault.

Default. If Licensee shall The following events will be in deemed to be events of default in by Tenant under this Lease: (a) Tenant will fail to pay any installment of the Rent herein reserved, or payment of fees with respect to taxes hereunder, or any part thereof other payment or of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten reimbursement to Landlord required herein, within five (105) days (whether or not the payment of said fees shall have been demanded)when due; provided, or if default shall be made in any other however, on one occasion during each calendar year of the covenants or provisions herein contained on the part term of Licensee to this Lease, it shall not be kept and performed and an event of default hereunder if such default shall continue for a period of ten Tenant makes full payment within five (105) days after receipt of written notice to Licensee from Landlord. (or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period)b) Tenant will become insolvent, or if Licensee shall will make a transfer in fraud of creditors, or will make an assignment for the benefit of creditors, or . (c) Tenant will file a voluntary petition in bankruptcy under any section or insolvencychapter of the Bankruptcy Reform Act, as amended or shall under any similar law or statute of the United States or any state thereof; or Tenant will be adjudged bankrupt, bankrupt or if the estate hereby created shall insolvent in proceedings filed against Tenant thereunder. (d) A receiver or trustee will be deserted appointed for all or vacated, then and in any substantially all of the said casesassets of Tenant. (e) Tenant will desert or vacate all or a portion of the Premises, and cease paying Rent at the Premises. (f) Tenant will fail to yield up immediate possession of the Premises to Landlord upon termination of this Lease. (g) Tenant will fail to comply with any term, provision or covenant of this Lease (other than the provisions of subparagraphs (a), (b), (c), (d), (e) and (f) of this Section 15), and will not withstanding any license cure such failure within thirty (30) days after written notice thereof to Tenant or waiver such additional period of time as will be reasonably granted by Landlord if Tenant is acting in good faith and with diligence to complete such cure. Upon the occurrence of any former breach event of covenant default in the preceding section hereof, Landlord will have the option to pursue any remedy at law or consent in a former instanceequity, it shall be lawful for Textron thereupon including, but not limited to, one or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and more of the effective date thereof following remedies without any separate notice or demand whatsoever: (a) Terminate this Lease, in which event Tenant will immediately surrender the Premises to Landlord, and such notice having been givenif Tenant fails to do so, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s optionLandlord may, without demand prejudice to any other remedy which it may have for possession or noticearrearage in Rent, and without process of law to enter upon and into take possession of the Premises and expel and remove Tenant and any other person who may be occupying the Premises or any part thereof in thereof, by any legal means necessary without being liable for prosecution or any claim of damages therefore; secure the name Premises against unauthorized entry; 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 Premises on satisfactory terms or otherwise. (b) Enter upon and take possession of the wholePremises and expel or remove Tenant and any other person who may be occupying such Premises or any part thereof, by any legal means necessary without being liable for prosecution and receive the Rent thereof; secure the Premises against unauthorized entry; store any property located on the Premises at the expense of the owner thereof and Tenant agrees to pay to Landlord on demand any deficiency that may arise by reason of such reletting. In the event Landlord is successful in reletting the Premises at a rental in excess of that agreed to be paid by Tenant pursuant to the terms of this Lease, Landlord and Tenant each mutually agree that Tenant will not be entitled, under any circumstances, to such excess rental, and Tenant does hereby specifically waive any claim to declare this Agreement at an end and in such case expel Licensee excess rental. (c) Enter upon the Premises, by any legal means necessary without being guilty liable for prosecution or any claim for damages therefore, secure the Premises against unauthorized entry, remove all property of Tenant from the Premises and store it at the cost and expense of Tenant, and do whatever Tenant is obligated to do under the terms of this Lease; and Tenant agrees to reimburse Landlord on demand for any expenses which Landlord may incur in thus effecting compliance with Tenant’s obligations under this Lease, and Tenant further agrees that Landlord will not be liable for any damages resulting to Tenant from such action, whether caused by the negligence of Landlord or otherwise. (d) Subject to the obligation of Landlord to mitigate its damages under Applicable Law, accelerate and demand the payment of all Rent and other charges due and payable hereunder over the term of this Lease to an amount equal to the aggregate sum which at the time of such termination represents the excess, if any, of the present value of the aggregate Rent which would have been payable after the termination date had this Lease not been terminated, including, without limitation, the amount projected by Landlord as Rent for the remainder of the Lease Term, over the then present value of the then aggregate fair rent value of the Premises for the balance of the Lease Term, such present worth to be computed in each case on the basis of the lesser of: (i) the rate on a United States Treasury ▇▇▇▇ with a maturity date equal to the termination date of the Lease, or (ii) five percent (5%) per annum discount from the respective dates upon which such Rent would have been payable hereunder had this Lease not been terminated. Landlord’s failure to perform or observe any of its Lease obligations after a period of thirty (30) days or the additional time, if any, that is reasonably necessary to promptly and diligently cure the failure after receiving written notice from Tenant is a Landlord Default. The notice shall reasonably detail the nature and extent of the failure and identify the Lease provision(s) containing the obligation(s). If Landlord commits a Landlord Default, Tenant may pursue any remedies given in this Lease or under Applicable Law. Pursuit of any manner of trespass without prejudicethe foregoing remedies will not preclude pursuit of any of the other remedies herein provided or any other remedies provided by law or equity, howevernor will pursuit of any remedy herein provided constitute a forfeiture or waiver of any Rent due to Landlord hereunder or of any damages accruing to Landlord by reason of the violation of any of the terms, provisions and covenants herein contained. No act or thing done by Landlord or its agents during the term hereby granted will be deemed a termination of this Lease or an acceptance of the surrender of the Premises, and no agreement to Textronterminate this Lease or accept a surrender of the Premises will be valid unless in writing signed by Landlord. No waiver by Landlord or Tenant of any violation or breach of any of the terms, provisions and covenants herein contained will be deemed or construed to constitute a waiver of any other violation or breach of any of the terms, provisions and covenants herein contained. Landlord’s claims for rent acceptance of the payment of rental or other claims payments hereunder after the occurrence of an event of default will not be construed as a waiver of such default, unless Landlord so notifies Tenant in writing, and no receipt of money by Landlord from Tenant after the termination of this Lease or after service of any notice or after the commencement of any suit or after final judgment for possession of the Premises will reinstate, continue or extend the term of this Lease or affect any such termination, notice, suit or judgment, unless Landlord so notifies Tenant in writing. Forbearance by Landlord or Tenant to enforce one or more of the remedies herein provided upon an event of default will not be deemed or construed to constitute waiver of such default or of said party’s right to enforce any such remedies with respect to such default or any subsequent default. Notwithstanding any provision contained in this Lease to the contrary, should either party institute any legal proceeding against the other for breach of covenant hereunderany provision herein contained and prevail in such action, it being expressly understood such other party shall reimburse the prevailing party for the expenses of such prevailing party, including, without limitation, its reasonable attorneys’ fees actually incurred at standard and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textronreasonable billing rates.

Default. If Licensee The Company shall be in default in under this Note upon the payment occurrence of fees any of the following events: 2.1 The Company fails to timely perform any of its obligations under, or otherwise breaches any part thereof covenants or warranties of other sums payable this Note; 2.2 Any statement, representation, or warranty made by Licensee hereunder at the times and places herein fixed for the payment thereof and said default Company or its agents to Holder shall continue ten (10) days (whether or not the payment of said fees shall prove to have been demanded)false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or if default shall be made in any other of the covenants or provisions herein contained on the part of Licensee unable to be kept and performed and if such default shall continue for a period of ten (10) days after notice to Licensee (or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period)meet its obligations as they become due, or if Licensee shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall make an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy shall initiate or insolvencyhave initiated against it, voluntarily or involuntarily, any act, process, or shall be adjudged bankrupt, proceedings under any insolvency law or if other statute or law providing for the estate hereby created shall be deserted modifications or vacated, then and in any adjustment of the said casesrights of creditors. UPON ANY EVENT OF DEFAULT, not withstanding any license or waiver of any former breach of covenant or consent in a former instanceHOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, it shall be lawful for Textron thereupon or at any time thereafterWITHOUT NOTICE, during which such defaultAND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, assignmentTHE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (and such notice having been given, this Agreement shall cease and expire on the date named thereinINCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), and/orCOURT COSTS, at Textron’s optionAPPEALS, without demand or noticePOST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUTE OF LIMITATIONS, and without process of law to enter upon and into the Premises or any part thereof in the name of the wholePRESENTMENT, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudiceDEMAND FOR PAYMENT, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of TextronPROTEST AND NOTICE OF DISHONOR.

Default. If Licensee Lessor considers that Lessee has not complied with any of the covenants, conditions or obligations hereunder, whether express or implied, Lessor shall notify Lessee, in writing, by certified mail, setting out specifically in what respects it is claimed that Lessee has breached this Lease. The receipt of such notice by Lessee and the lapse of thirty (30) days thereafter, without Lessee’s curing or commencing and diligently pursuing such action which is necessary to cure the alleged breaches shall be in a default hereunder. Upon such default, Lessor may, at its option, terminate this Lease. Whether or not Lessor so terminates this Lease, Lessor has all of its rights and remedies under the law and this Lease with respect to such default. Notwithstanding any contrary provision in the payment of fees or foregoing paragraph, if Lessee fails to make any part thereof or of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether or not the payment of said fees shall have been demanded), or if default shall be made in any other of the covenants payments due under Articles 3, 4, 6 or provisions 10 herein contained on the part of Licensee to be kept and performed and if such default shall continue for a period of ten within thirty (1030) days after receipt of notice to Licensee (or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period), or if Licensee shall make an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy or insolvency, or shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacated, then and in any of the said cases, not withstanding any license or waiver of any former breach of covenant or consent in a former instance, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been givenfailure from Lessor, this Agreement Lease shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudiceterminate absolutely; provided, however, to Textron’s claims that any termination for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement whatever reason shall not continue excuse Lessee from performing all obligations incurred under the terms of this Lease prior to such termination. In the event that Lessee, in good faith, contests the default by court action within thirty (30) days after receipt of such notice by Lessee, and Lessee continues to pay the payments required and perform the other obligations of this Lease, this Lease shall not be terminated until a final decision has been reached that a default exists; Lessee shall have thirty (30) days within which to cure or inure commence and diligently pursue such actions necessary to cure the benefit default or such other reasonable time as the parties shall mutually agree or the court shall determine. In the event of any assigneetermination under this Article 15, receiver or trustee in bankruptcyLessee shall have the right to remove, excepting at pursuant to Article 17, its property and equipment from the option Red Rock Mineral Prospect, as hereinafter provided, but only after Lessee has performed all of Textronits accrued obligations under this Lease. Until such performance by Lessee, Lessor shall have a lien upon all of Lessee’s property and improvements located on the Red Rock Mineral Prospect.

Default. If Licensee The occurrence of (i) the failure of Borrower to make any payment on any Loan when due; (ii) the failure of Borrower or any other Obligor to observe or perform promptly when due any covenant, agreement or obligation under this Agreement or under any of the other Loan Documents; (iii) the material inaccuracy at any time of any warranty, representation or statement made to Bank by Borrower or any other Obligor under this Agreement or the other Loan Documents; (iv) Borrower or any other Obligors shall be in default in fail to discharge within a period of thirty (30) days after the commencement of any attachment, sequestration or similar proceeding or proceedings against any of its assets or properties; (v) a final judgment for the payment of fees money in excess of FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) in the aggregate shall be entered by a court or courts against Borrower or any part thereof other Obligor and the same shall not be discharged or a stay of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default execution shall continue ten not be procured, within thirty (1030) days from the date of the entry thereof; (whether vi ) any Borrower or not any other Obligor shall fail to pay when due any principal of or any interest on any other debt, or the payment maturity of said fees such other debt shall have been demanded)accelerated; (vii) any Obligor shall have died or have been declared incompetent by a court of proper jurisdiction; (viii) the filing by or against any Borrower or any other Obligor of a proceeding under the United States Bankruptcy Code or for any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction; (ix) any material adverse change in the financial condition of any Obligor or any material discrepancy between the financial statement submitted by any Obligor and the actual financial condition of such Obligor; (x) any statement, warranty or if default shall representation made by any Obligor to Bank proves to be made untrue in any other material respect and; (xi) any discontinuance or termination by any Guarantor of the covenants or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue for a period of ten (10) days after notice to Licensee (or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period), or if Licensee shall make an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy or insolvency, or shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacated, then and in its obligations under any of the said cases, not withstanding any license or waiver guaranty of any former breach Loan. In the event of covenant or consent in a former instanceDefault, it Bank, at its option, shall be lawful for Textron thereupon or at have the right to exercise any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination its rights and of remedies under the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of TextronLoan Documents.

Default. If Licensee Upon the occurrence and during the continuance of any one or more of the following events (each, an "Event of Default"), Landlord shall be have the right to exercise any rights or remedies available in default this Lease, at law or in the equity. Events of Default shall consist of: (i) Tenant's failure to pay when due any regularly scheduled payment of fees or any part thereof or of other sums payable by Licensee hereunder at the times Rent, and places herein fixed for the payment thereof and said default shall continue ten such failure is not cured within five (105) days (whether or not such earlier period as set forth in this Paragraph 21(a)); provided, however, that no Event of Default shall be deemed to have occurred under this Paragraph 21(a)(i), if Tenant or ALS Holdings cures such failure to pay, pursuant to the terms of the Agreement Regarding Leases or otherwise, within such five (5) day period; (ii) Tenant's failure to pay when due any other payment of said fees Rent, or any other sum of money payable hereunder (whether as Additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; provided, however, that no Event of Default shall be deemed to have been demandedoccurred under this Paragraph 21(a)(ii), if Tenant or if default shall be made in ALS Holdings cures such failure to pay, pursuant to the terms of the Agreement Regarding Leases or otherwise, within such five (5) day period; (iii) Tenant's failure to perform any other of the terms, covenants or provisions herein conditions contained on the part of Licensee to be kept and performed and in this Lease if such default shall continue for a period of ten not remedied within thirty (1030) days after notice to Licensee (or receipt of Notice thereof, or, if such default cannot reasonably be cured remedied within such 10 day period, Licensee has Tenant does not commenced within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure default within such 10 day period)period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant, Lease Guarantor or Guarantor becomes bankrupt or insolvent, or if Licensee files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, or (x) any of the foregoing are filed against Tenant, Lease Guarantor or Guarantor, and such petition or appointment shall make not have been set aside within ninety (90) days after the date of such petition or appointment, or (y) Tenant, Lease Guarantor or Guarantor makes an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy or insolvency, creditors or shall be adjudged bankruptadmit in writing its inability to pay its debts generally as they become due, or if Tenant's interest in this Lease is attached, levied upon, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if any of Tenant, Lease Guarantor or Guarantor is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the estate hereby created shall be deserted sale or vacateddivestiture of substantially all of its assets; (vii) if a default occurs under Paragraph 15; (viii) if (x) there has been a final, then and in unappealable revocation of any license, permit, certification or approval required for the lawful operation of any of the said casesFacilities in accordance with its Intended Use, not withstanding or (y) any license license, permit, certification or waiver approval required for the lawful operation of any former breach of covenant the Facilities is materially limited and, as a result of such limitation, Tenant experiences a material adverse effect on the operation of the Leased Properties, taken as a whole, for their respective Intended Use; (ix) if Tenant voluntarily ceases operation of any of the Leased Properties for its Intended Use, except as a result of Casualty or consent partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in a former instancethe ordinary course of business on customary trade terms) or any guaranty relating thereto which, it shall in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be lawful for Textron thereupon declared to be or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect become due and payable prior to terminate this Agreement the stated maturity thereof and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination applicable notices with respect thereto have been given and of the effective date thereof all applicable grace or cure periods with respect thereto shall have lapsed; (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textron.xi) Intentionally Omitted;

Default. If Licensee The provisions of Section 3 notwithstanding, in the event of default, the CERRA Board of Directors may declare the entire unpaid amount of indebtedness evidenced by this Note, including interest, immediately due and payable. A default hereunder shall preclude further participation by the Fellow in the South Carolina Teaching Fellows Program. The following events in addition to those otherwise set forth herein and not by way of limitation, shall be considered a default hereunder: a) Failure to meet required GPA and credit hours; b) Failure to maintain satisfactory progress toward graduation with licensure to teach as defined by the institution and State of South Carolina; c) Failure to comply with any of the terms and conditions stated herein; d) Failure to pursue a full-time program in default teacher education or course work leading to teacher certification, or permanent withdrawal from college for any reason; e) Failure to be admitted to the college’s teacher education program by the junior year; f) Withdrawal or expulsion from the college or university; g) Failure to notify CERRA of a change in the payment of fees Fellow’s name, address, telephone number or any part thereof or of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten school enrollment status within thirty (1030) days (whether or not the payment of said fees shall have been demanded), or if default shall be made in any other of the covenants or provisions herein contained on the part of Licensee change; h) Failure to be kept and performed and if such default shall continue for a period of ten notify CERRA in writing within ninety (1090) days after notice to Licensee (or if such default cannot be cured within such 10 day periodof the Fellow’s graduation of the Fellow’s intentions concerning forgiveness of the indebtedness evidenced by this Note; i) Insolvency, Licensee has not commenced to cure default within such 10 day period), or if Licensee shall make an assignment for the benefit of creditors, creditors or file the filing of a voluntary petition in bankruptcy by or insolvencyon behalf of the Fellow; j) Use of the proceeds of this Note for other than payment of costs of attendance at an institution of higher education participating in the South Carolina Teaching Fellows Program; k) Any representation, warranty or shall be adjudged bankrupt, statement made or if furnished to CERRA by or on behalf of the estate hereby created shall be deserted or vacated, then and Fellow in connection with this Note proving to have been false in any material respect when made or furnished; l) Failure to perform any obligation, liability or agreement contained or referred to herein, including adherence to the Repayment Schedule; m) Conviction or plea of guilty of a felony or other crime other than minor traffic violations. n) Failure to make a payment when due. o) Determination that the Fellow is illegally within the United States. Failure of the CERRA Board of Directors or any subsequent holder of this Note to exercise any option available to said casesholder shall not constitute a waiver of the right to exercise such option in the event of a future default. No delay or omission on the part of the CERRA Board of Directors or any subsequent holder of this note in exercising any right hereunder shall operate as a waiver of such right or of any other right of such holder nor shall any delay, not withstanding omission or waiver on any license one occasion be deemed a bar to or waiver of the same or any former breach other right on any future occasion. Upon default, CERRA will notify the Fellow, in writing, of covenant such default. The notice of default will be by certified mail, return receipt requested, and regular U.S. mail addressed to the Fellow at the last address on file with CERRA. Refusal or consent in a former instance, it non-delivery at that address shall be lawful for Textron thereupon or at any time thereafter, during which such deemed delivery after seven (7) days. Upon default, assignmentCERRA may disclose that the Fellow has defaulted, insolvencyalong with other relevant information, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, surety and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textroncredit bureau organizations.

Default. If Licensee In the event that: (a) The LESSEE shall be in default in the payment of fees any installment of rent or any part thereof or of other sums payable by Licensee hereunder at the times sum herein specified and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether or not the payment of said fees shall have been demanded), or if default shall be made in any other of the covenants or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue for a period of ten (10) days after written notice to Licensee thereof; or (b) The LESSEE shall default in the observance or if performance of any other of the LESSEE'S covenants, agreements, or obligations thereunder and such default canshall not be cured corrected within such 10 day periodthirty (30) days after written notice thereof; or (c) The LESSEE shall be declared bankrupt or insolvent according to law, Licensee has not commenced to cure default within such 10 day period)or, or if Licensee any assignment shall make an assignment be made of LESSEE'S property for the benefit of creditors, then the LESSOR shall have the right thereafter, while such default continues, to re-enter and take complete possession of the leased premises, to declare the term of this lease ended, and remove the LESSEE'S effects, without prejudice to any remedies which might be otherwise used for arrears of rent or file a voluntary petition in bankruptcy or insolvencyother default. The LESSEE shall indemnify the LESSOR against all loss of rent and other payments which the LESSOR may incur by reason of such termination during the residue of the term, or provided however the LESSOR shall be adjudged bankruptrequired to take reasonable steps to mitigate its loss. If the LESSEE shall default, after reasonable notice thereof, in the observance or if the estate hereby created shall performance of any conditions or covenants on LESSEE'S part to be deserted observed or vacated, then and in performed under or by virtue of any of the said casesprovisions in any article of this lease, not withstanding any license or waiver of any former breach of covenant or consent in a former instancethe LESSOR, it shall be lawful for Textron thereupon or at any time thereafter, during which without thereby waiving such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement may remedy such default for the account and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and at the expense of the effective date thereof LESSEE. If the LESSOR makes any expenditures or incurs any obligations for the payment of money in connection therewith, including but not limited to, reasonable attorney's fees in instituting, prosecuting or defending any action or proceeding, such sums paid or obligations incurred, with interest at the rate of ten (10) per cent per annum and such notice having been givencosts, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure be paid to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at LESSOR by the option of TextronLESSEE as additional rent.

Default. If Licensee 20.1 Each of the following events shall constitute, and is hereinafter referred to as, an "Event of Default": (a) Tenant's failure to pay any Base Rent, additional rent or any other sum which it is obligated to pay pursuant to this Lease, when and as due and payable hereunder; provided, however, no Event of Default shall be in deemed to have occurred unless the subject default in the payment of fees or any part thereof or of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether or not the payment of said fees shall have been demanded), or if default shall be made in any other of the covenants or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue continues for a period of ten five (105) business days after Landlord delivers notice thereof to Tenant; provided, however, that no Event of Default shall be deemed to have occurred with respect to the first such default in any calendar year unless the subject default continues for a period of twenty (20) days after Landlord delivers notice thereof to Licensee Tenant; (b) Tenant's failure to observe and perform any other provision, term or covenant of this Lease to be observed or performed by Tenant; provided, however, no Event of Default shall be deemed to have occurred unless the subject default continues for a period of thirty (30) days after Landlord delivers notice thereof to Tenant, provided that if (i) the nature of the subject default is such default that the same cannot reasonably be cured within such 10 thirty (30) day period, Licensee has not commenced and (ii) Tenant begins to cure the subject default promptly after its receipt of the corresponding notice from Landlord and is pursuing such cure in good faith and with diligence and continuity, then Tenant shall have such additional time, up to an additional thirty (30) days, as may be reasonably necessary to cure the default; (c) Tenant (i) fails to occupy and assume possession of the Premises within such 10 day period)fifteen (15) business days after the Lease Commencement Date, or if Licensee shall make an assignment (ii) thereafter vacates or abandons the Premises for more than three (3) consecutive business days, except for those periods when Tenant is permitted to close the benefit of creditors, or file a voluntary petition in bankruptcy or insolvency, or restaurant at the Premises pursuant to Section 6.2. 20.2 If there shall be adjudged bankruptan Event of Default, or if including an Event of Default prior to the estate hereby created shall be deserted or vacatedLease Commencement Date, then and in any of Landlord shall have the said casesright, not withstanding any license or waiver of any former breach of covenant or consent in a former instanceat its sole option, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written Lease. In addition, with or without terminating this Lease, Landlord may, without notice to Licensee Tenant, re-enter, terminate Tenant's right of such termination possession and take possession of the effective date thereof (and such Premises. The provisions of this Article shall operate as a notice having been givento quit, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand any other notice to quit or notice, and without process of law Landlord's intention to re-enter upon and into the Premises or any part thereof in the name being hereby expressly waived by Tenant. If necessary, Landlord may proceed to recover possession of the wholePremises under and by virtue of the Laws of the District of Columbia, or by such other proceedings, including re-entry and possession, as may be applicable. If Landlord elects to declare terminate this Agreement at an end Lease and/or elects to terminate Tenant's right of possession, then everything contained in this Lease to be done and in such case expel Licensee without being guilty of any manner of trespass performed by Landlord shall cease, without prejudice, however, to Textron’s claims Landlord's right to recover from Tenant all rent and other sums accrued through the later of termination or Landlord's recovery of possession. If Landlord is entitled, or if Tenant is required, pursuant to any provision of this Lease to take any action upon the expiration or earlier termination of the Lease Term, then Landlord shall be entitled and Tenant shall be required, to take such action also upon the termination of this Lease in accordance with the foregoing. No re-entry, repossession, repairs, alterations, additions or reletting of the Premises by Landlord shall be construed as an eviction or ouster of Tenant or an election on Landlord's part to terminate this Lease, unless notice of such intention is given to Tenant, nor shall any such re-entry, repossession, repairs, alterations, additions or reletting operate to release Tenant in whole or in part from any of Tenant's obligations hereunder. Notwithstanding that Landlord may have relet the Premises or any portion thereof without terminating this Lease, Landlord may at any time thereafter elect to terminate this Lease for rent any previous Event of Default. Whether or other claims for breach not this Lease and/or Tenant's right of covenant hereunderpossession is terminated, it being expressly understood and agreed that this Agreement Landlord may, but shall not continue be obligated to, relet the Premises or inure any part thereof, alone or together with other premises, for such rent and upon such terms and conditions (which may include concessions or free rent and alterations of the Premises) as Landlord, in its sole discretion, may determine, but Landlord shall not be liable for, nor shall Tenant's obligations be diminished by reason of, Landlord's failure to relet the Premises or collect any rent due upon such reletting. Whether or not this Lease is terminated, Tenant nevertheless shall remain liable for any Base Rent and monthly additional rent and other sums and damages which may be due or sustained prior to the benefit Event of Default, and all costs, fees and expenses (including without limitation attorneys' fees, brokerage fees and expenses incurred in placing the Premises in first-class rentable condition, advertising expense and any concessions or allowances granted by Landlord in connection with the reletting of the Premises or any portion thereof) incurred by Landlord in pursuit of its remedies and in renting the Premises to others from time to time. All of such costs and expenses shall be payable upon demand, together with interest at the Default Rate accruing from the date same were incurred by Landlord until paid to Landlord. Tenant shall also be liable for damages which shall include, without limitation, damages with respect to the Base Rent and monthly additional rent payable by Tenant under this Lease for the balance of the Lease Term. At Landlord's election, the damages payable by Tenant with respect to the Base Rent and monthly additional rent payable by Tenant under this Lease for the balance of the Lease Term shall be either: (a) an amount equal to the Base Rent and monthly additional rent which would have become due during the period commencing on the date upon which the subject Event of Default occurred through the remainder of the Lease Term, less the amount of rental, if any, which Landlord receives during such period from others to whom the Premises may be rented (other than any additional rent payable as a result of any assigneefailure of such other person to perform any of its obligations), receiver which damages shall be computed and payable in monthly installments, in advance, on the first day of each calendar month following the subject Event of Default and continuing until the date on which the Lease Term would have expired but for the subject Event of Default. Separate suits may be brought to collect any such damages for any month(s), and such suits shall not in any manner prejudice Landlord's right to collect any such damages for any subsequent month(s), or trustee Landlord may defer any such suit until after the expiration of the Lease Term, in bankruptcywhich event the cause of action shall be deemed not to have accrued until the expiration of the Lease Term; or (b) an amount equal to the present value (as of the date of the termination of this Lease) of the difference between (i) the Base Rent and monthly additional rent which would have become due during the period commencing on the date upon which the subject Event of Default occurred through the remainder of the Lease Term, excepting and (ii) the fair market rental value of the Premises for the same period (net of all expenses (including attorneys' fees, brokers' commissions, advertising expenses, expenses incurred in placing the Premises in first-class rentable condition, and any concessions or allowances granted by Landlord in connection with the reletting of the Premises or a portion thereof) and all vacancy periods projected by Landlord to be incurred in connection with the reletting of the Premises), as determined by Landlord in its sole and absolute discretion, which damages shall be payable to Landlord in one lump sum on demand. For purpose of this Subsection, present value shall be computed by discounting at a rate equal to one (1) whole percentage point above the discount rate in effect at the option Federal Reserve Bank of TextronNew York on the date Landlord elects to obtain payment under this Subsection.

Default. (A) If Licensee shall be in default in the payment (i) Tenant fails to pay any installment of fees or Base Rent when due, (ii) Tenant fails to pay any part thereof or of other sums payable by Licensee hereunder at the times Additional Rent when due and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether or not the payment of said fees shall have been demanded), or if default shall be made in any other of the covenants or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue failure continues for a period of ten (10) days after written notice from Landlord, (iii) Tenant abandons or vacates the Premises, (iv) Tenant fails to Licensee observe or perform any of Tenant's other obligations herein contained and such failure continues for more than fifteen (15) days after written notice from Landlord or if such longer period as may be necessary so long as Tenant has commenced curing such default cannot be cured within such 10 day period, Licensee has not commenced and is using diligent efforts to cure default the same, (v) Tenant commits an act of bankruptcy or files a petition or commences any proceeding under any bankruptcy or insolvency law, (vi) a petition is filed or any proceeding is commenced against Tenant under any bankruptcy or insolvency law and is not dismissed within such 10 day period)thirty (30) days, (vii) Tenant is adjudicated a bankrupt, (viii) a receiver or other official is appointed for Tenant or for a substantial part of Tenant's assets or for Tenant's interests in this Lease, or if Licensee shall make (ix) any attachment or execution is filed or levied against a substantial part of Tenant's assets or Tenant's interests in this Lease or any of Tenant's property in the Premises which is not dismissed or satisfied within forty-five (45) days, then in any such event, an assignment for the benefit “Event of creditors, or file a voluntary petition in bankruptcy or insolvency, or Default” shall be adjudged bankrupt, or if the estate hereby created deemed to exist and Tenant shall be deserted or vacatedin default hereunder, then and, at the option of Landlord, in addition to all other legal and equitable remedies: (a) the balance of the Base Rent and all Additional Rent and all other sums to which Landlord is entitled hereunder shall be deemed to be due payable and in arrears, as if payable in advance hereunder; or (b) this Lease and the Term shall, without waiver of Landlord's other rights and remedies, terminate without any right of Tenant to save the forfeiture. Any acceleration of the said cases, rent by Landlord shall not withstanding any license or constitute a waiver of any former breach right or remedy of covenant or consent in a former instanceLandlord, it and if Tenant shall be lawful for Textron thereupon or at any time thereafterfail to pay the accelerated rent upon Landlord's demand, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to then Landlord may thereafter terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of Lease, as aforesaid. Immediately upon such termination and by Landlord, Landlord shall have the right to recover possession of the effective date thereof (Premises with or without legal process, breaking locks and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or noticereplacing locks, and without process of law removing Tenant's and any third party's property therefrom, and making any disposition thereof as Landlord may deem commercially reasonable. (B) Following such termination, Landlord shall have the unrestricted right to enter upon and into lease the Premises or any part thereof to any person and pursuant to any terms as Landlord may elect, but Landlord shall have no obligation to rent the Premises so long as Landlord (or any related entity) has other comparable vacant space available for leasing in the name general geographical area of the wholePremises. (C) Tenant expressly waives: (i) all rights under the Landlord and Tenant Act of 1951, and all supplements and amendments thereto; and (ii) the right to declare three (3) months’ or fifteen (15) or thirty (30) days’ notice required under certain circumstances by the Landlord and Tenant Act of 1951, Tenant hereby agreeing that the respective notice periods provided for in this Agreement at an end and Lease shall be sufficient in either or any such case expel Licensee without being guilty case. (D) No act or forbearance by Landlord shall be deemed a waiver or election of any manner of trespass without prejudice, however, right or remedy by Landlord with respect to Textron’s claims for rent or other claims for breach of covenant Tenant's obligations hereunder, it being expressly understood unless and agreed to the extent that this Agreement Landlord shall execute and deliver to Tenant a written instrument to such effect, and any such written waiver by Landlord shall not continue constitute a waiver or inure to relinquishment for the benefit future of any assigneeobligation of Tenant. Landlord's acceptance of any payment from Tenant (regardless of any endorsement on any check or any writing accompanying such payment) may be applied by Landlord to Tenant's obligations then due hereunder any priority as Landlord may elect, receiver and such acceptance by Landlord shall not operate as an accord and satisfaction or trustee in bankruptcy, excepting at the option constitute a waiver of Textronany right or remedy of Landlord with regard to Tenant's obligations hereunder.

Default. If Licensee Failure of Guarantor to keep, observe or perform any term, covenant or agreement made under this Guaranty by Guarantor or under any other obligations of Guarantor to Lender after the expiration of any applicable cure period shall be in default in constitute an Event of Default under this Guaranty and under the payment of fees or any part thereof or of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten (10) days (Loan Documents, whether or not provision therefor is made in such documents. In addition to the payment Events of said fees Default described in this Section 15, the following events, after the expiration of any applicable grace periods, shall have been demanded), also constitute “Events of Default” under this Guaranty: 15.1 If any representation or if default warranty by the undersigned or in any writing furnished by the undersigned in connection with or pursuant to this Guaranty shall be made false in any other of material respect with respect to the covenants or provisions herein contained undersigned on the part date as of Licensee to be kept and performed and if such default shall continue for a period of ten (10) days after notice to Licensee (or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period), or if Licensee shall make which made; or 15.2 If the Guarantor makes an assignment for the benefit of creditors; or 15.3 If the Guarantor petitions or applies to any tribunal for the appointment of a trustee or receiver of the business, estate or assets or of any substantial portion of the business, estate or assets of the undersigned, or file a voluntary commences any proceedings relating to the Guarantor under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect; or 15.4 If any such petition or application is filed or any such proceedings are commenced against the Guarantor and the Guarantor by any act indicates its approval thereof, consent thereto, or acquiescence therein, or any order is entered appointing any such trustee or receiver, or declaring the Guarantor bankrupt or insolvent, or approving the petition in bankruptcy any such proceedings; or 15.5 If the Guarantor shall dissolve, terminate or insolvencyotherwise fail to maintain its legal existence, or as the case may be. If an Event of Default shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacatedoccur, then and in any of the said cases, not withstanding any license or waiver of any former breach of covenant or consent in a former instance, it shall be lawful for Textron thereupon or at any time thereafter, during which while such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect Event of Default shall continue, or be in effect to terminate this Agreement and the Lender may declare all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and Guaranteed Obligations, together with all obligations of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, howeverundersigned hereunder, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood be immediately due and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textronpayable.

Default. If Licensee at any time subsequent to the date of this Lease any one or more of the following events (each of which being agreed to constitute substantial defaults hereunder and being referred to herein as a “Default of Tenant”) shall be in default in happen: a. Tenant shall fail to pay the payment of fees Basic Rent, Escalation Charges or any part thereof or of other sums payable by Licensee charges hereunder at the times when due and places herein fixed for the payment thereof and said default such failure shall continue ten for five (105) days (whether Business Days after notice to Tenant from Landlord; or b. Tenant shall neglect or not the payment of said fees shall have been demanded), fail to perform or if default shall be made in observe any other of the covenants or provisions covenant herein contained on the Tenant’s part of Licensee to be kept performed or observed and performed and if such default Tenant shall continue for a period of ten fail to remedy the same within thirty (1030) days after notice to Licensee (Tenant specifying such neglect or failure, or if such default failure is of such a nature that Tenant cannot be cured reasonably remedy the same within such 10 thirty (30) day period, Licensee has not commenced Tenant shall fail to cure default within commence promptly to remedy the same and to prosecute such 10 day period), remedy to completion with diligence and continuity but in no event shall such period exceed ninety (90) days; or c. Tenant’s leasehold interest in the Premises shall be taken on execution or if Licensee by other process of law directed against Tenant; or d. Tenant shall make an assignment for the benefit of creditors, creditors or shall file a voluntary petition in bankruptcy or insolvencyshall be adjudicated bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other statute, law or regulation for the relief of debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties, or shall admit in writing its inability to pay its debts generally as they become due; or e. A petition shall be adjudged bankruptfiled against Tenant in bankruptcy or under any other law seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty (60) days (whether or not consecutive), or if any debtor in possession (whether or not Tenant) trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the estate hereby created Premises shall be deserted appointed without the consent or vacatedacquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive); f. Or if Tenant dissolves or is dissolved or liquidated or adopts any plan or commences any proceeding, then and the result of which is intended to include dissolution or liquidation; g. Then in any such case: i. If such Default of Tenant shall occur before the said casesCommencement Date, not withstanding any license or waiver this Lease shall ipso facto, and without further act on the part of any former breach Landlord, terminate; and ii. If such Default of covenant or consent in a former instanceTenant shall occur after the Commencement Date, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to Landlord may terminate this Agreement and all of Licensee’s interest hereunder Lease by giving written notice to Licensee Tenant, specifying a date not less than ten (10) days after the giving of such termination notice on which this Lease shall terminate and of the effective date thereof (and such notice having been given, this Agreement Lease shall cease and expire come to an end on the date named thereinspecified therein as fully and completely as if such date were the date herein originally fixed for the expiration of the Term of this Lease (Tenant hereby waiving any rights of redemption under M.G.L. c. 186, or otherwise), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon Tenant will then quit and into surrender the Premises or any part thereof to Landlord, but Tenant shall remain liable as hereinafter provided. Nothing contained in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudiceLease shall, however, limit or prejudice the right of Landlord to Textron’s claims prove for rent and obtain in proceedings under any federal or other claims for breach of covenant hereunderstate law relating to bankruptcy or insolvency or reorganization or arrangement, it being expressly understood and agreed that this Agreement shall not continue or inure an amount equal to the benefit maximum allowed by any statute or rule of any assignee, receiver or trustee law in bankruptcy, excepting effect at the option time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than the amount of Textronthe loss or damages referred to above.

Default. If Licensee shall be in default in The occurrence of any one or more of the payment of fees or following matters constitutes a “Default” by Tenant under this Lease: (i) Failure by Tenant to pay any part thereof or of other sums payable by Licensee hereunder at the times and places herein fixed Rent when due, if such failure continues for the payment thereof and said default shall continue ten five (105) days after written notice to Tenant of such failure; (whether or not the payment of said fees shall have been demanded), or if default shall be made in ii) Failure by Tenant to pay any other money required to be paid by Tenant under this Lease when due, if such failure continues for five (5) days after written notice to Tenant of such failure; (iii) Failure by Tenant to observe or perform any of the covenants in respect of assignment and subletting set forth in Section 15; (iv) Failure by Tenant to cure forthwith, immediately after receipt of notice from Landlord, any hazardous condition which Tenant has created or provisions herein contained on the part permitted in violation of Licensee law or of this Lease; (v) Failure by Tenant to complete, execute and deliver any instrument or document required to be kept completed, executed and performed and if such default shall continue for a period delivered by Tenant pursuant to Section 20 or Section 24 of this Lease, within ten (10) days after the initial written demand therefor to Tenant if such failure continues for five (5) days after written notice to Licensee Tenant of such failure; (vi) Failure by Tenant to observe or perform any other covenant, agreement, condition or provision of this Lease, if such default canfailure shall continue for twenty (20) days after written notice thereof from Landlord to Tenant; provided that such 20-day period shall be extended for the time reasonably required to complete such cure (not be cured within such 10 day periodto exceed, Licensee has not commenced to cure default within such 10 in any event, an additional 60-day period), if such failure cannot reasonably be cured within said 20-day period and Tenant commences to cure such failure within said 20-day period and thereafter diligently and continuously proceeds to cure such failure; (vii) The levy upon execution or if Licensee the attachment by legal process of the leasehold interest of Tenant, or the filing or creation of a lien in respect of such leasehold interest, which lien shall make not be released or discharged within thirty (30) days from the date of such filing; (viii) Tenant becomes insolvent or bankrupt or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors, or file applies for or consents to the appointment of a voluntary petition in bankruptcy trustee or insolvencyreceiver for Tenant or for the major part of its property; (ix) A trustee or receiver is appointed for Tenant or for a major part of its property, without Tenant’s application therefor or consent thereto, and is not discharged within sixty (60) days after such appointment; (x) Any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or shall be adjudged bankruptother proceeding for relief under any bankruptcy law or similar law for the relief of debtors, is instituted (A) by Tenant, or if (B) against Tenant and is allowed against it or is consented to by it or is not dismissed within sixty (60) days after such institution; or (xi) Upon the estate hereby created shall be deserted third occurrence within any twelve-month period that Tenant fails to pay Rent when due or vacated, then and in has breached a particular covenant of this Lease (whether or not such failure or breach is thereafter cured within any of the said cases, not withstanding any license stated cure or waiver of any former breach of covenant grace period or consent in a former instance, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named thereinstatutory period), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textron.

Default. If Licensee (a) The following events shall be in deemed to be events of default in the payment by Tenant under this Lease: (i) Tenant shall fail to pay any installment of fees Rent or any part thereof other charge or of other sums payable by Licensee hereunder at assessment against Tenant pursuant to the times and places herein fixed for the payment thereof and said default shall continue terms hereof within ten (10) business days after receipt by Tenant of written notice of such failure of payment; (whether ii) Tenant shall fail to comply with any term, provision, covenant or not warranty made under this Lease by Tenant, other than the payment of said fees shall have been demanded), the Rent or if default shall be made in any other of the covenants charge or provisions herein contained on the part of Licensee to be kept assessment payable by Tenant, and performed and if shall not cure such default shall continue for a period of ten failure within thirty (1030) days after receipt by Tenant of written notice to Licensee thereof; (iii) Tenant or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period), or if Licensee any guarantor of this Lease shall make an a general assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due, or shall file a voluntary petition in bankruptcy or insolvencybankruptcy, or shall be adjudged bankruptadjudicated as bankrupt or insolvent, or if shall file a petition in any proceeding seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file an answer admitting or fail timely to contest the estate hereby created material allegations of a petition filed against it in any such proceeding; (iv) a proceeding is commenced against Tenant or any guarantor of this Lease seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, and such proceeding shall not have been dismissed within sixty (60) days after the commencement thereof; (v) a receiver or trustee shall be deserted appointed for the Demised Premises or vacated, then and in any for all or substantially all of the said cases, not withstanding any license assets of Tenant or waiver of any former breach guarantor of covenant this Lease and such receiver or consent in a former instance, it trustee shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect not have been dismissed within sixty (60) days after the appointment thereof; (vi) Tenant shall continue, or be in effect fail to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and take possession of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Demised Premises or any part portion thereof as provided in this Lease; (vii) Tenant shall do or permit to be done anything which creates a lien upon the name Demised Premises or the Project and such lien is not removed or discharged within thirty (30) days after Tenant receives written notice of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of filing thereof (whether from Landlord or from any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textron.source whatsoever); or

Default. If Licensee Upon the occurrence and during the continuance of any one or more of the following events (each, an "Event of Default"), Landlord shall be have the right to exercise any rights or remedies available in default this Lease, at law or in the equity. Events of Default shall consist of: (i) Tenant's failure to pay when due any regularly scheduled payment of fees Rent, or any part thereof other sum of money payable hereunder (whether as Additional Rent or of other sums payable by Licensee hereunder at the times otherwise) and places herein fixed for the payment thereof and said default shall continue ten such failure is not cured within five (105) days (whether or not such earlier period as set forth in this Paragraph 21(a)); provided, however, that no Event of Default shall be deemed to have occurred under this Paragraph 21(a)(i), if BLC Holdings cures such failure to pay, pursuant to the terms of the Agreement Regarding Leases, within such five (5) day period; (ii) Tenant's failure to pay when due any other payment of said fees Rent, or any other sum of money payable hereunder (whether as Additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; provided, however, that no Event of Default shall be deemed to have been demandedoccurred under this Paragraph 21(a)(ii), or if default shall be made in BLC Holdings cures such failure to pay, pursuant to the terms of the Agreement Regarding Leases, within such five (5) day period; (iii) Tenant's failure to perform any other of the terms, covenants or provisions herein conditions contained on the part in this Lease if not remedied within thirty (30) days after receipt of Licensee to be kept and performed and Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if (w) Tenant, Lease Guarantor or Guarantor becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, or (x) any of the foregoing are filed against Tenant, Lease Guarantor or Guarantor, and such petition or appointment shall not have been set aside within ninety (90) days after the date of such petition or appointment, or (y) Tenant, Lease Guarantor or Guarantor makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or (z) Tenant's interest in this Lease is attached, levied upon, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if any of Tenant, Lease Guarantor or Guarantor is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a default occurs under Paragraph 15; (viii) if there has been a final unappealable determination by the applicable Government Agency of the revocation or material limitation of any material license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or material limitation of any license, permit, certification or approval under any other circumstances pursuant to which Tenant is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event has a material adverse effect on Tenant or Tenant's ability to operate the Leased Properties for their Intended Use; (ix) if Tenant voluntarily ceases for longer than thirty (30) days operation of the Leased Property for its Intended Use, except as a result of (A) a Casualty or (B) a partial or complete Condemnation; (x) Intentionally Omitted; (xi) Intentionally Omitted; (xii) Intentionally Omitted; (xiii) Tenant breaches any material representation or warranty made by Tenant in this Lease and the same has a material adverse affect on the financial condition of Tenant, the operations of the Property or the value of the Leased Property; (xiv) Intentionally Omitted; (xv) the issuance or entry against Lease Guarantor or Guarantor of any final, unappealable award or judgment (after any applicable appeal periods have expired) in an amount of Five Million Dollars ($5,000,000.00) or more, and such award or judgment shall continue unsatisfied and in effect for a period of ten (10) consecutive days after notice without Tenant's demonstrating, to Licensee Landlord's reasonable satisfaction, that any insurance policy exists that would cover such award or judgment; (xvi) the final, unappealable termination or if such default cannot be cured within such 10 day period, Licensee has not commenced suspension by the applicable Governmental Agency or other Person of the right of the Facility to cure default within such 10 day period)participate in and receive benefits under Third Party Payor Programs, or if Licensee shall make an assignment for the benefit of creditors, final unappealable termination or file a voluntary petition in bankruptcy or insolvency, or shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacated, then and in any suspension of the said casesright of the Facility to admit residents who would be entitled to receive benefits pursuant to such Third Party Payor Programs, not withstanding any license or waiver of any former breach of covenant or consent if in a former instance, it shall be lawful for Textron thereupon or either case (i) the Facility participated in such Third Party Payor Program at any the time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination or suspension, and (ii) the revenues received by or payable to such Facility from such Third Party Payor Programs equaled or exceeded 10% of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof Facility's gross revenues in the name immediately preceding Lease Year; or (xvii) [if an Event of Default (as defined in the wholeAgreement Regarding Leases) occurs under the Agreement Regarding Leases.](5) Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and to declare this Agreement at an end provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and in cure under such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunderFacility Mortgage shall supersede the notice and cure provisions set forth above, it being expressly understood acknowledged and agreed that this Agreement all such payments and obligations of Tenant hereunder shall not continue or inure be made and performed within such time periods so as to comply with the benefit terms of any assignee, receiver or trustee in bankruptcy, excepting at the option of TextronFacility Mortgage.

Default. If Licensee shall be in default in the payment The occurrence of fees or any part thereof or of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether or not the payment of said fees shall have been demanded), or if default shall be made in any other one of the covenants or provisions herein contained following events shall ------- constitute an event of default on the part of Licensee Tenant ("Default"): (a) The abandonment of the Premises by Tenant; (b) Failure to be kept pay any installment of Base Rent, Additional Rent or any other monies due and performed and if such default shall continue payable hereunder, said failure continuing for a period of ten (10) 3 days after Tenant's receipt of written notice that the same is due, provided, that such notice may be combined at Landlord's option with any legal notice, including but not limited to Licensee a Three Day Notice to Pay Rent or Quit or other notice given in regard to unlawful detainer remedies.; (c) A general assignment by Tenant or if any guarantor for the benefit of creditors; (d) The filing of a voluntary petition in bankruptcy by Tenant or any guarantor, the filing of a voluntary petition for an arrangement, the filing of a petition, voluntary or involuntary, for reorganization, or the filing of an involuntary petition by Tenant's creditors or guarantors; (e) Receivership, attachment, of other judicial seizure of the Premises or all or substantially all of Tenant's assets on the Premises; (f) Failure of Tenant to maintain insurance as required by Paragraph 8.2 (provided, however, that such failure must continue for five (5) calendar days after written notice before such default shall have occurred) ; (g) Failure in the performance of any of Tenant's covenants, agreements or obligations hereunder (except those failures specified as events of Default in other Paragraphs of this Paragraph 13.1 which shall be governed by such other Paragraphs), which failure continues for 10 days after written notice thereof from Landlord to Tenant provided that, if Tenant has exercised reasonable diligence to cure such failure and such failure cannot be cured within such 10 day periodperiod despite reasonable diligence, Licensee has Tenant shall not commenced be in default under this subparagraph unless Tenant fails thereafter diligently and continuously to prosecute the cure default within such 10 day period)to completion; and (h) Any transfer of a substantial portion of the assets of Tenant, or if Licensee shall make an assignment any incurrence of a material obligation by Tenant, unless such transfer or obligation is undertaken or incurred in the ordinary course of Tenants business or in good faith for the benefit of creditorsequivalent consideration, or file a voluntary petition in bankruptcy or insolvency, or shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacated, then and in any of the said cases, not withstanding any license or waiver of any former breach of covenant or consent in a former instance, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textronwith Landlord's consent.

Default. If Licensee (a) The following events shall be in deemed to be events of default in the payment of fees (herein so called) by Tenant under this Lease: (i) Tenant shall fail to pay any rental or any part thereof or of other sums sum [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. payable by Licensee Tenant hereunder at the as and when such rental or other sum becomes due and payable and such failure continues for 5 business days after written notice thereof from Landlord; provided, however, Landlord shall not be obligated to provide notice more than two (2) times and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether or not the payment of said fees shall have been demanded), or if default shall be made in any twelve (12) month period; (ii) Tenant shall fail to comply with any other provision, condition or covenant of the covenants or provisions herein contained on the part of Licensee to be kept this Lease and performed and if any such default shall continue for a period of ten failure is not cured within thirty (1030) days after Landlord gives written notice of such failure to Licensee Tenant (or if such default canfailure is not be capable of being cured within such 10 30 day period, Licensee has the cure is not commenced within 30 days and diligently pursued to cure default completion not to exceed 90 days); (iii) Tenant shall assign this Lease or sublet all or any part of the Premises or grant any license, concession or other right of occupancy of any portion of the Premises, without the prior written consent of Landlord except as otherwise allowed under this Lease; (iv) any petition shall be filed by or against Tenant or any guarantor of Tenant’s obligations under this Lease pursuant to any section or chapter of the present federal Bankruptcy Act or under any future federal Bankruptcy Act or under any similar law or statute of the United States or any state thereof (which as to any involuntary petition shall not be and remain discharged or stayed within such 10 day perioda period of sixty (60) days after its entry), or if Licensee Tenant or any guarantor of Tenant’s obligations under this Lease shall be adjudged bankrupt or insolvent in proceedings filed under any section or chapter of the present federal Bankruptcy Act or under any future federal bankruptcy act or under any similar law or statute of the United States or any state thereof; (v) Tenant or any guarantor of Tenant’s obligations under this Lease shall become insolvent or make a transfer in fraud of creditors; (vi) Tenant or any guarantor of this Lease shall make an assignment for the benefit of creditors, ; or file (vii) a voluntary petition in bankruptcy receiver or insolvency, or trustee shall be adjudged bankrupt, appointed for Tenant or if the estate hereby created shall be deserted any guarantor of this Lease or vacated, then and in for any of the said cases, not withstanding assets of Tenant or any license or waiver guarantor of this Lease. (b) Upon the occurrence of any former breach event of covenant default, Landlord shall have the option to do any one or consent more of the following without any further notice or demand, in addition to and not in limitation of any other remedy permitted by law or by this Lease: (i) Enforce, by all legal suits and other means, its rights hereunder, including the collection of Base Rental, Tenant’s Additional Rental and other sums payable by Tenant hereunder without reentering or resuming possession of the Premises and without terminating this Lease; and (ii) Terminate this Lease by issuing written notice of termination to Tenant, in which event Tenant shall immediately surrender the Premises to Landlord. Tenant shall pay to Landlord as damages on the same days as Base Rental, Tenant’s Additional Rental and other payments which are expressed to be due under the provisions of this Lease, the total amount of such Base Rental, Tenant’s Additional Rental and other payments, less such part, if any, of such payments that Landlord shall have been able to collect from a former instance, it new tenant upon reletting. Landlord shall be lawful for Textron thereupon or use reasonable efforts to mitigate damages by reletting the Premises. Landlord shall have the right at any time thereafterto demand final settlement. Upon demand for a final settlement, during Landlord shall have the right to receive, and Tenant hereby agrees to pay, as damages for Tenant’s breach, the difference between the total rental provided for in this Lease for the remainder of the Lease Term and the reasonable rental value of the Premises for such period, such difference to be discounted to present value at a rate equal to the rate of interest allowed by law (at the time the demand for final settlement is made) when the parties to a contract have not agreed on any particular rate of interest (or, in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. absence of such law, at the rate of 6% per annum). Tenant agrees to reimburse Landlord immediately upon demand for any reasonable expenses which Landlord may incur in its actions pursuant to this Subparagraph, and Tenant further agrees that Landlord shall not be liable for damages resulting to Tenant from such defaultaction unless caused by the negligence of Landlord. In addition to all remedies specified above, assignmentif Tenant is delinquent in rentals or other monetary payments due under the Lease, insolvencyLandlord may enter upon the Premises and change, legal proceedings, desertion, vacancy or neglect shall continuealter, or be in effect to terminate this Agreement and modify the door locks on all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and entry doors of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or noticePremises, and without process permanently or temporarily exclude Tenant, and its agents, employees, representatives and invitees, from the Premises; and in such event, Landlord shall not be obligated to provide Tenant with a key to reenter the Premises until such time as all delinquent rent and other amounts due under this Lease have been paid in full, and only during Landlord’s Normal Business Hours. Landlord’s exclusion of law Tenant from the Premises pursuant to enter upon and into the immediately preceding sentence shall not constitute a permanent exclusion of Tenant from the Premises or any part a termination of this Lease unless Landlord so notifies Tenant in writing; moreover, Landlord shall not be obligated to place a written notice on the Premises on the front door thereof in explaining Landlord’s action or stating the name of the wholename, and to declare this Agreement at an end and in such case expel Licensee without being guilty address or telephone number of any manner of trespass without prejudice, however, to Textron’s claims for rent individual or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textroncompany from which a new key may be obtained.

Default. If Licensee Upon the occurrence of any Event of Default (defined below), BLC Holdings shall be have the affirmative obligation to notify PSLT-BLC Holdings as soon as it knows of any such event. The occurrence of any of the following events shall constitute an "Event of Default" under this Agreement, and in connection therewith, PSLT-BLC Holdings shall have the right to exercise any rights or remedies available in this Agreement, at law or in equity: (i) Any default in by any of the payment Brookdale Lessees under the terms of fees or their respective Property Leases with the Provident Lessors, and the continuation of such default beyond any part thereof or applicable notice and cure period therefor; (ii) BLC Holdings' failure to pay and contribute to the applicable Brookdale Lessee(s) and to cause such applicable Brookdale Lessee(s) to remit such sums to the applicable Provident Lessor(s), when due hereunder, any of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten (10) days Brookdale Rent Payments (whether due to a Wrongful Distribution or otherwise) and such failure is not the payment of said fees shall have been demanded), or if default shall be made in cured within five (5) Business Days; (iii) BLC Holdings' failure to perform any other of the terms, covenants or provisions herein conditions contained on the part in this Agreement if not remedied within thirty (30) days after receipt of Licensee to be kept and performed and Notice thereof, or, if such default cannot reasonably be remedied within such period, BLC Holdings does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if (w) BLC Holdings or Guarantor becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, or (x) any of the foregoing are filed against BLC Holdings or Guarantor and such petition or appointment shall not have been set aside within ninety (90) days from the date of such petition or appointment, or (y) BLC Holdings or Guarantor makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or (z) BLC Holdings' or Guarantor's interest in all or portion of the Total Revenues is attached, levied upon, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if either of BLC Holdings or Guarantor is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or in any manner permits the sale or divestiture of substantially all of its assets; (vi) a default occurs under Paragraph 6; (vii) Intentionally Omitted; (viii) if any material representation or warranty made by or on behalf of BLC Holdings under this Agreement shall prove to be false or misleading in any material respect on the date when made and the same has a material adverse affect on the financial condition of BLC Holdings or BLC Holdings' ability to perform under this Agreement or the Lease Guaranty (as defined in the Property Leases); (ix) if any material representation or warranty made by or on behalf of Guarantor under the Guaranty shall prove to have been false or misleading in any material respect on the date when made and the same has a material adverse affect on the financial condition of Guarantor or Guarantor's ability to perform under the Guaranty; (x) Intentionally Omitted; (xi) the issuance or entry against Guarantor of any final, unappealable award or judgment (after any applicable appeal periods have expired) in an amount of Five Million Dollars ($5,000,000.00) or more, and such award or judgment shall continue unsatisfied and in effect for a period of ten (10) consecutive days after notice without BLC Holdings demonstrating, to Licensee PSLT-ALS Holdings' reasonable satisfaction, that an insurance policy exists that would cover such award or judgment; (xii) if the Net Worth of Guarantor declines below Seventy Five Million Dollars ($75,000,000); provided, however, that BLC Holdings shall have the right to cure such Event of Default by depositing and maintaining with PSLT-BLC Holdings cash or a Letter of Credit in the amounts set forth below (which cash or Letter of Credit shall be in addition to the amounts required to be maintained hereunder pursuant to Paragraph 33 hereof) as security for the performance and observance by BLC Holdings of the terms, conditions and provisions of this Agreement, and which may be drawn upon or applied, as the case may be, in accordance with the provisions of Paragraph 33(a) hereof: (A) in an amount equal to one (1) month of Current Lease Payments if Guarantor's Net Worth is less than $75,000,000 but is equal to or greater than $50,000,000 (the "$50,000,000 Threshold") (B) in an amount equal to three (3) months of Current Lease Payments if Guarantor's Net Worth is less than $50,000,000 but is equal to or greater than $25,000,000 (the "$25,000,000 Threshold"); and (C) in an amount equal to six (6) months of Current Lease Payments if Guarantor's Net Worth is less than $25,000,000 but is equal to an amount greater than $0, it being intended that if Guarantor's Net Worth is equal to, or declines below, $0, then BLC Holdings shall have no further cure rights under this Paragraph, and an Event of Default shall be deemed to have occurred; If BLC Holdings maintains a Net Worth at least equal to the $25,000,000 Threshold for two (2) consecutive calendar quarters, then the cash or the Letter of Credit, as applicable, deposited under this Paragraph, in an amount equal to three (3) months of Current Lease Payments (or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period), or if Licensee shall make an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy or insolvency, or any portion thereof remaining) shall be adjudged bankruptreturned to BLC Holdings. If BLC Holdings maintains a Net Worth at least equal to the $50,000,000 Threshold for two (2) consecutive calendar quarters, then the cash or if the estate hereby created Letter of Credit, as applicable, deposited under this Paragraph, in an amount equal to two (2) months of Current Lease Payments (or the unapplied portion thereof) shall be deserted or vacatedreturned to BLC Holdings. If BLC Holdings maintains a Net Worth of at least $75,000,000 for two (2) consecutive calendar quarters, then and the cash or the Letter of Credit, as applicable, deposited under this Paragraph, in an amount equal to one (1) month of Current Lease Payments (or the unapplied portion thereof) shall be returned to BLC Holdings. If BLC Holdings fails to maintain any of the said casesthresholds with respect to Net Worth as described in the immediately preceding sentences, not withstanding then PSLT-BLC Holdings shall be entitled to retain the cash or Letter of Credit deposited under this Paragraph 7(a)(xii) until the end of the Term hereof, and, upon BLC Holdings' performance of all of its obligations hereunder and the performance by all of the Brookdale Lessees of their respective obligations under their applicable Property Leases, PSLT-BLC Holdings shall return such cash or Letter of Credit (or any license portion thereof remaining) to BLC Holdings within twenty (20) Business Days after the expiration of the Term or waiver sooner termination of this Agreement (other than a termination which results from an Event of Default). Any cash deposited under this Paragraph 7(a)(xii) shall be held in a segregated bank account and shall be invested in Permitted Investments. BLC Holdings shall be responsible for the payment of any former breach federal, state or local income tax earned from Permitted Investments. (xiii) if any audit or the financial statements of covenant Guarantor contain a qualified opinion regarding Guarantor's ability to continue operations as a "going concern"; or (xiv) if Guarantor fails to perform any of the terms, covenants or consent conditions contained in the Guaranty beyond any applicable notice and cure periods set forth therein. Notwithstanding anything to the contrary set forth in this Paragraph 7(a), as to any Facility that is encumbered by one or more Facility Mortgages (any such encumbered Facility, an "Applicable Facility" and each Facility Mortgage encumbering the Applicable Facility, an "Applicable Facility Mortgage"), if and to the extent that: (A) a former instancedefault occurs under clause (i), it clause (ii), clause (iii) or clause (vi) of this Paragraph 7(a), and (B) such default arises solely as a result of a default under or relating to a Property Lease other than the Property Lease demising the Applicable Facility (and not as result of a default under the Property Lease demising the Applicable Facility), then, provided that no other independent Event of Default then exists under the Property Lease demising the Applicable Facility, such default shall be lawful for Textron thereupon or at any time thereafternot constitute an Event of Default, during which unless the holders of each Applicable Facility Mortgage (if any) encumbering the Applicable Facility consents in writing to such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all 's constituting an Event of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of TextronDefault.

Default. If Licensee The following events shall be in deemed to be events of default in under this Lease: (a) Tenant shall fail to pay when due any sum of money becoming due to be paid to Landlord hereunder, whether such sum be any installment of the payment of fees rent herein reserved, any other amount treated as additional rent hereunder, or any part thereof other payment or of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten (10) days (reimbursement to Landlord required herein, whether or not the payment of said fees shall have been demanded)treated as Additional Rent hereunder, or if default shall be made in any other of the covenants or provisions herein contained on the part of Licensee to be kept and performed and if such default failure shall continue for a period of ten (10) days following written notice, from Landlord that such payment was due; provided, however, that Landlord shall only be required to give notice of such failure to pay the same obligation hereunder two (2) times in any twelve (12) month period; or (b) Tenant shall fail to comply with any term, provision or covenant of this Lease other than by failing to pay when or before due any sum of money becoming due to be paid to Landlord hereunder, and shall not cure such failure within thirty (30) days after receipt by Tenant of written notice to Licensee (or thereof provided that if such default failure to comply cannot reasonably be cured within thirty (30) days, Tenant shall not be in default hereunder so long as Tenant initiates such, compliance within thirty (30) days and pursues such 10 day period, Licensee has compliance diligently to completion thereafter; or (c) Tenant shall abandon or vacate any substantial portion of the Premises; or uses or occupies the Premises in a manner or for such a purpose which is not commenced to cure default within such 10 day period)consistent with the approved Use, or if Licensee without Landlord’s prior written consent, Tenant removes or attempts to remove or manifests an intention to remove any or all of Tenant’s property from the Premises otherwise than in the ordinary and usual course of business; or (d) Tenant shall fail to vacate the Premises immediately upon termination of the Lease, by lapse of time or otherwise, or upon termination of Tenant’s right to possession only; or (e) The leasehold interest of Tenant shall be levied upon under execution or be attached by process of law or Tenant shall fail to contest diligently the validity of any lien or claimed lien and give sufficient security to Landlord to insure payment thereof or shall fail to satisfy any judgment rendered thereon and have the same released or transferred to other security, and such default shall continue for twenty (20) days after receipt of written notice thereof by Tenant; or (f) Tenant shall become insolvent, admit in writing its inability to pay its debts generally as they become due, file a petition in bankruptcy or a petition to take advantage of any insolvency statute, make an assignment for the benefit of creditors, make a transfer in fraud of creditors, apply for or consent to the appointment of a receiver of itself or of the whole or any substantial part of its property, or file a voluntary petition or answer seeking reorganization or arrangement under the federal, bankruptcy laws, as now in bankruptcy effect or insolvencyhereafter amended, or any other applicable law or statute of the United States or any state thereof; or (g) A court of competent jurisdiction shall be adjudged enter an order, judgment or decree adjudicating Tenant a bankrupt, or if the estate hereby created shall be deserted appointing, a receiver of Tenant, or vacated, then and in any of the said caseswhole or any substantial part of its property, not withstanding any license or waiver without the consent of any former breach of covenant or consent in a former instance, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continueTenant, or be approving a petition filed against Tenant seeking reorganization or arrangement of Tenant under the bankruptcy laws of the United States, as now in effect or hereafter amended, or any state thereof and such order, judgment or decree shall not be vacated or set aside or stayed within thirty (30) days from the date of entry thereof; or (h) Any of the events described in subparagraphs (f) and (g) immediately above occur as to terminate any guarantor or surety of Tenant’s performance under this Agreement Lease, or such guarantor or surety defaults on any provision under its guaranty or suretyship agreement, and all of Licensee’s interest hereunder by giving written notice to Licensee Tenant fails, within thirty (30) days of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, howeverevent, to Textron’s claims for rent or other claims for breach of covenant hereunderprovide equivalent, it being expressly understood and agreed that this Agreement shall not continue or inure alternative security reasonably acceptable to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of TextronLandlord.

Default. If Licensee Any one or more of the following events shall be in default in the constitute events of default. (a) Tenant's failure to make payment of fees or any part thereof or rent when the same is due and payable and the continuance of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether or not the payment of said fees shall have been demanded), or if default shall be made in any other of the covenants or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue failure for a period of ten (10) days after mailing by certified mail or delivery to Tenant of notice in writing from Landlord specifying in detail the nature of such failure; or, (b) Tenant's failure to Licensee perform any of the other covenants, conditions, and agreements imposed by it under this Lease and the continuance of such failure without the curing of same for a period of thirty (30) days after mailing by certified mail or delivery to Tenant of notice in writing from Landlord specifying in detail the nature of such failure and provided Tenant shall not cure said failure as provided in paragraph (d) below, or, (c) The adjudication of Tenant as a bankrupt, or the appointment of a receiver or trustee for Tenant's property and affairs, or the making by Tenant of any assignment for the benefit of its creditors or the filing by or against Tenant of a petition in bankruptcy not vacated or set aside within ten (10) days of such filing. In the event of default, the Landlord, in addition to any other right or remedy it may have with respect to such default, may upon ten (10) days written notice, terminate this Lease for cause and re-enter the Premises and take possession of the same, or, at its option, in such event Landlord may, without declaring this Lease terminated, re-enter the Premises and occupy or lease the whole or any part thereof, for and on account of Tenant and on such terms and conditions for such rental as Landlord may deem proper based on reasonable business practices, and Landlord shall in such event collect such rent and apply the same upon the rents due from Tenant and upon the expenses of such subletting, and any and all other damages sustained by Landlord. In the event of default, Landlord shall exercise reasonable efforts to mitigate damages hereunder and to re-let the Premises, but Landlord's failure to re-let or sublet the Premises shall not prevent or delay the exercise by Landlord, at its option, of its right to recover as damages rents due and owing for the remainder of the term, together with all costs and expenses of collecting the same, subject to Landlord's obligation to repay or credit the Tenant with all recoveries made by Landlord. Upon the occurrence of any of the above events of default, Landlord may, at its option, give Tenant written notice by certified mail of Landlord's election to end the term of this Lease upon a date specified in such notice, which date shall be not less than thirty (30) days after the date of delivery or certified mailing by Landlord of such notice, and whereupon the term and estate hereby vested in Tenant shall cease and any and all other right, title and interest of Tenant hereunder shall likewise cease without further notice or lapse of time as fully and with like effect as if the entire term of this Lease had elapsed, but Tenant shall continue to be liable to Landlord as hereinafter set forth; provided, that this Lease shall not terminate if Tenant shall cure such default prior to the termination date specified in such notice. (d) In the event Landlord gives notice of a default of such a nature (other than a default which may be cured by a payment of money) that it cannot be cured within such 10 thirty (30) day period, Licensee has then such default shall not commenced be deemed to continue so long as Tenant, after receiving such notice, proceeds diligently and continuously to cure the default as soon as reasonably possible and continues to take all steps necessary to complete the same within such 10 day period)a period of time which, or if Licensee shall make an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy or insolvency, or under all prevailing circumstances shall be adjudged bankrupt, or if the estate hereby created reasonable. No default shall be deserted or vacateddeemed to continue if, then and in any of the said casesso long as, not withstanding any license or waiver of any former breach of covenant or consent in a former instance, it Tenant shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, so proceeding to cure the same in good faith or be delayed in effect to terminate this Agreement and all of Licensee’s interest hereunder or prevented from curing the same by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of TextronForce Majeure.

Default. Section 22.01. If Licensee any of the following shall occur, Tenant shall be deemed in default in of this Lease: (a) if Tenant shall fail to pay any Rent or other sum when and as the payment of fees or any part thereof or of other sums same becomes due and payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default such failure shall continue for more than ten (10) days days; (whether or not the payment of said fees b) if Tenant shall have been demanded), or if default shall be made in fail to perform any other of the covenants or provisions herein contained on the part of Licensee other duties required to be kept performed by Tenant under this Lease and performed and if such default failure shall continue for a period of ten more than thirty (1030) days after receipt of written notice to Licensee (or thereof from Landlord; provided, however, that if such default cannot reasonably be cured performed within such 10 thirty (30) day period, Licensee has not commenced Tenant shall have such additional time as is reasonably necessary to cure default within perform such 10 day period), or duty; (c) if Licensee Tenant shall make an a general assignment for the benefit of creditors, admit in writing its inability to pay its debts as they become due, file a petition in bankruptcy, have an order of relief entered against it, or file or have filed against Tenant a voluntary petition in bankruptcy seeking any reorganization, receivership, arrangement, composition, readjustment, liquidation, dissolution or insolvencysimilar relief under any present or future statute, law or shall be adjudged bankruptregulation. Section 22.02. In the event of default, or if to the estate hereby created shall be deserted or vacated, then and in any of the said cases, extent not withstanding any license or waiver of any former breach of covenant or consent in a former instance, prohibited by applicable law it shall will be lawful for Textron thereupon the Landlord thereupon, or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving upon written notice of termination to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or noticeTenant, and with or without process of law to (forcibly if necessary) enter into and upon and into the Premises or any part thereof in the name of the wholewhole or mail a notice of termination addressed to Tenant at the Premises, and to declare this Agreement at an end repossess the same as of Landlord's former estate and in such case expel Licensee Tenant and those claiming through or under Tenant and remove its and their effects (forcibly, if necessary) without being deemed guilty of any manner of trespass and without prejudiceprejudice to any remedies which might otherwise be used for arrears of rent or prior breach of covenant, and upon such entry or mailing as aforesaid this Lease shall terminate, Tenant hereby waiving all statutory rights (including without limitation rights of redemption, if any, to the extent such rights may be lawfully waived) and Landlord, without notice to Tenant, may store tenants effects, and those of any person claiming through or under Tenant at the expense and risk of Tenant, and, if Landlord so elects, may sell such effects at public auction or private sale and apply the next proceeds to the payment of all sums due to Landlord from Tenant if any, and pay over the balance, if any, to Tenant. Section 22.03. Upon the termination of this Lease under any provision contained in Section 22.01, Tenant shall nevertheless remain liable for all Rent then due and payable hereunder as of the date of the termination of this Lease, together with all damages due or sustained by Landlord prior to such termination or arising as a result of events or conditions occurring or in existence during the term hereof and prior to or after such termination, and all reasonable costs, fees and expenses incurred by Landlord in pursuit of, or in the collection of its remedies hereunder or under any law, or in leasing or attempting to lease all or any portion of the Premises to others from time to time (including, without limitation, all repossession costs, brokerage commissions, reasonable attorney's fees in connection with the foregoing matters, and all costs of such alterations, repairs, and decorations as Landlord, in its reasonable judgement, considers necessary or advisable in connection with such reletting)(all such rent, damages, costs, fees and expenses being referred to herein as the "Termination Damages") and, in addition thereto, additional damages (the "Liquidated Damages"), which, at the election of Landlord, shall be either of the following: (a) an amount or amounts equal to all Rent which, but for termination, would have been payable to Landlord over the remainder of the Term, reduced by the amount of Rent, if any, which the Landlord shall actually receive from time to time during such period from others to whom the Premises may be rented from time to time. The Landlord shall not be obligated to attempt to collect any rental or other payment obligation from any other person renting all or any portion of the Premises by litigation or otherwise. Such Liquidated Damages shall be computed and payable in monthly installments, with interest on any amount in arrears at the rate of two percent (2%) per annum in excess of the Barnett Bank Prime Rate, in arrears, on the first day of each cal▇▇▇▇▇ ▇onth following termination of the Lease and shall continue to become due and payable in monthly installments until the date on which the Term would have expired but for such termination; and any and all amounts due and payable hereunder, including any amount in arrears, shall be a continuing liability of Tenant thereafter, and interest thereon shall accrue at the rate of two percent (2%) per annum in excess of the Barnett Bank Prime Rate, until Tenant shall discharge same by pay▇▇▇▇ ▇▇ Landlord of the amount due, and any suit or action brought from time to time to collect any such Liquidated Damages for any month or months shall not in any manner prejudice the right of Landlord to collect any Liquidated Damages for any subsequent month or months by a similar proceeding; or (b) an amount equal to the present value (as of the date of such termination) of all Rent which, but for termination of this Lease, would have become due during the remainder of the Term, reduced by an amount equal to the fair rental value of the Premises over the remainder of the Term, as determined by an independent real estate appraiser named by Landlord, in which case such Liquidated Damages shall be payable to Landlord in one lump sum on demand made by Landlord at any time and shall bear interest at the rate of two percent (2%) per annum in excess of the Barnett Bank Prime Rate from the date of termination until paid. ▇▇▇ ▇▇▇poses of this clause (ii), present value shall be computed by the application of a discount rate equal to the discount rate in effect at the Federal Reserve Bank nearest to the location of the Premises as of the date of determination. Section 22.04. In addition, if this Lease is terminated, Landlord may, but shall have no obligation to, relet the Premises or any part thereof, alone or together with other premises, for such term or terms (which may be greater or less than the period which would have constituted the balance of the Term) and on such terms and conditions (which may include concessions for free rent and alterations of the Premises) as Landlord, in its uncontrolled discretion, may determine, but Landlord shall not be liable for, nor shall Tenant's obligations hereunder be diminished by reason of, failure by Landlord to relet the Premises or any failure by Landlord to collect any rent due upon such reletting, and Tenant, to the extent Tenant may lawfully do so, hereby waives all right to require Landlord to relet the Premises. Section 22.05. Nothing contained in this Lease shall, however, limit or prejudice the right of Landlord to Textron’s claims prove for rent and obtain in proceedings under any federal or other claims for breach state laws relating to bankruptcy or insolvency or reorganization or arrangement by reason of covenant hereunderthe termination of this Lease, it being expressly understood an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and agreed that governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than the amount of the loss or damages referred to above. Section 22.06. Any and all rights and remedies which Landlord may have under this Agreement Lease, and at law and equity, shall be cumulative and shall not continue be deemed inconsistent with each other, and any two or inure to more of all such rights and remedies may be exercised at the benefit same time insofar as permitted by law. Section 22.07. The waiver by either party of any assigneedefault shall not be deemed to be a waiver of any subsequent default under the same, receiver or trustee in bankruptcyunder any other term, excepting covenant or condition of this Lease. The subsequent acceptance of any Rent by Landlord shall not be deemed to be a waiver of any preceding default by Tenant under any term, covenant or condition of this Lease, other than the failure of Tenant to pay the particular Rent so accepted, regardless of Landlord's knowledge of such preceding default at the option time of Textronacceptance of such Rent.

Default. If Licensee (a) The following events shall be in deemed to be events of default in the payment of fees (herein so called) by Tenant under this Lease: (i) Tenant shall fail to pay any rental or any part thereof or of other sums sum payable by Licensee Tenant hereunder at the as and when such rental or other sum becomes due and payable and such failure continues for 5 business days after written notice thereof from Landlord; provided, however, Landlord shall not be obligated to provide notice more than two (2) times and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether or not the payment of said fees shall have been demanded), or if default shall be made in any twelve (12) month period; (ii) Tenant shall fail to comply with any other provision, condition or covenant of the covenants or provisions herein contained on the part of Licensee to be kept this Lease and performed and if any such default shall continue for a period of ten failure is not cured within thirty (1030) days after Landlord gives written notice of such failure to Licensee Tenant (or if such default canfailure is not be capable of being cured within such 10 30 day period, Licensee has the cure is not commenced within 30 days and diligently pursued to cure default completion not to exceed 90 days); (iii) Tenant shall assign this Lease or sublet all or any part of the Premises or grant any license, concession or other right of occupancy of any portion of the Premises, without the prior written consent of Landlord except as otherwise allowed under this Lease; (iv) any petition shall be filed by or against Tenant or any guarantor of Tenant’s obligations under this Lease pursuant to any section or chapter of the present federal Bankruptcy Act or under any future federal Bankruptcy Act or under any similar law or statute of the United States or any state thereof (which as to any involuntary petition shall not be and remain discharged or stayed within such 10 day perioda period of sixty (60) days after its entry), or if Licensee Tenant or any guarantor [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. of Tenant’s obligations under this Lease shall be adjudged bankrupt or insolvent in proceedings filed under any section or chapter of the present federal Bankruptcy Act or under any future federal bankruptcy act or under any similar law or statute of the United States or any state thereof; (v) Tenant or any guarantor of Tenant’s obligations under this Lease shall become insolvent or make a transfer in fraud of creditors; (vi) Tenant or any guarantor of this Lease shall make an assignment for the benefit of creditors, ; or file (vii) a voluntary petition in bankruptcy receiver or insolvency, or trustee shall be adjudged bankrupt, appointed for Tenant or if the estate hereby created shall be deserted any guarantor of this Lease or vacated, then and in for any of the said cases, not withstanding assets of Tenant or any license or waiver guarantor of this Lease. (b) Upon the occurrence of any former breach event of covenant default, Landlord shall have the option to do any one or consent more of the following without any further notice or demand, in addition to and not in limitation of any other remedy permitted by law or by this Lease: (i) Enforce, by all legal suits and other means, its rights hereunder, including the collection of Base Rental, Tenant’s Additional Rental and other sums payable by Tenant hereunder without reentering or resuming possession of the Premises and without terminating this Lease; and (ii) Terminate this Lease by issuing written notice of termination to Tenant, in which event Tenant shall immediately surrender the Premises to Landlord. Tenant shall pay to Landlord as damages on the same days as Base Rental, Tenant’s Additional Rental and other payments which are expressed to be due under the provisions of this Lease, the total amount of such Base Rental, Tenant’s Additional Rental and other payments, less such part, if any, of such payments that Landlord shall have been able to collect from a former instance, it new tenant upon reletting. Landlord shall be lawful for Textron thereupon or use reasonable efforts to mitigate damages by reletting the Premises. Landlord shall have the right at any time thereafterto demand final settlement. Upon demand for a final settlement, during Landlord shall have the right to receive, and Tenant hereby agrees to pay, as damages for Tenant’s breach, the difference between the total rental provided for in this Lease for the remainder of the Lease Term and the reasonable rental value of the Premises for such period, such difference to be discounted to present value at a rate equal to the rate of interest allowed by law (at the time the demand for final settlement is made) when the parties to a contract have not agreed on any particular rate of interest (or, in the absence of such law, at the rate of 6% per annum). Tenant agrees to reimburse Landlord immediately upon demand for any reasonable expenses which Landlord may incur in its actions pursuant to this Subparagraph, and Tenant further agrees that Landlord shall not be liable for damages resulting to Tenant from such defaultaction unless caused by the negligence of Landlord. In addition to all remedies specified above, assignmentif Tenant is delinquent in rentals or other monetary payments due under the Lease, insolvencyLandlord may enter upon the Premises and change, legal proceedings, desertion, vacancy or neglect shall continuealter, or be in effect to terminate this Agreement and modify the door locks on all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and entry doors of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or noticePremises, and without process permanently or temporarily exclude Tenant, and its agents, employees, representatives and invitees, from the Premises; and in such event, Landlord shall not be obligated to provide Tenant with a key to reenter the Premises until such time as all delinquent rent and other amounts due under this Lease have been paid in full, and only during Landlord’s Normal Business Hours. Landlord’s exclusion of law Tenant from the Premises pursuant to enter upon and into the immediately preceding sentence shall not constitute a permanent exclusion of Tenant from the Premises or any part a termination of this Lease unless Landlord so notifies Tenant in writing; moreover, Landlord shall not be obligated to place a written notice on the Premises on the front door thereof in explaining Landlord’s action or stating the name of the wholename, and to declare this Agreement at an end and in such case expel Licensee without being guilty address or telephone number of any manner of trespass without prejudiceindividual or company from which a new key may be obtained. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, howeverMARKED BY BRACKETS, to Textron’s claims for rent or other claims for breach of covenant hereunderHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of TextronAS AMENDED.

Default. If Licensee The occurrence of any of the following shall constitute an “Event of Default” by Tenant under this Lease: (a) if Tenant shall fail to pay any Rent when due; provided, however, that any such failure to pay any Rent shall not constitute a default under this Lease so long as such failure shall not continue for more than five (5) Business Days after written notice from Landlord to Tenant, except that if Landlord shall have sent to Tenant two (2) notices of default during the same calendar year due to Tenant’s failure to make payments of Rent and Tenant thereafter shall default in any obligation to pay Rent during the same calendar year, the same shall be deemed to be an Event of Default upon Landlord giving Tenant written notice thereof without the five (5) Business Day grace period set forth above; or (b) if Tenant shall violate or fail to perform any term, condition, covenant or agreement to be performed or observed by Tenant under this Lease other than those provided for in paragraph (a) above and such violation or failure shall continue for more than thirty (30) days after written notice thereof from Landlord plus such additional time, if any, as is reasonably necessary to cure the default if it is of such a nature that Tenant determines in its reasonable discretion that it is curable but cannot reasonably be cured in thirty (30) days, provided Tenant commences such cure within such thirty (30) days and thereafter diligently proceeds to cure such default; or (c) if Tenant shall admit in writing its inability to pay its debts generally as they become due, commence any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Tenant or any of its debts under any law relating to bankruptcy, insolvency, reorganization, liquidation or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for Tenant or for all or any substantial part of the Premises; (d) if any case, proceeding or other action against Tenant shall be commenced seeking to have an order for relief entered against Tenant as debtor, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Tenant or any of its debts under any law relating to bankruptcy, insolvency, reorganization, liquidation or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for Tenant or for all or any substantial part of its property, and such case, proceeding or other action (i) results in the payment entry of fees an order for relief against Tenant or any part thereof or of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten (10ii) days (whether or not the payment of said fees shall have been demanded), or if default shall be made in any other of the covenants or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue remains undismissed for a period of ten sixty (1060) days after notice to Licensee days; (e) if Tenant shall admit in writing that it is insolvent or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period), or if Licensee Tenant shall make an assignment for the benefit of creditors; (f) if a lien is filed against the Premises, or file a voluntary petition in bankruptcy Landlord’s estate therein, by reason of any work, labor, services or insolvencymaterials performed or furnished, or shall alleged to have been performed or furnished, to Tenant or anyone holding the Premises by, through or under Tenant, and Tenant fails to cause the same to be adjudged bankruptvacated and canceled of record, or bonded off, in accordance with the provisions of, and within the time period specified in, Section 4.11 hereof, and such failure shall continue for more than five (5) Business Days after written notice thereof from Landlord to Tenant; (g) if Tenant shall fail to return to Landlord a properly executed statement in accordance with the estate hereby created provisions of, and within the time period specified in, Section 10.4 hereof, and such failure shall be deserted or vacated, then and in continue for more than ten (10) Business Days after written notice thereof from Landlord to Tenant; or (h) if following an Event of Default any portion of the Deposit is applied in accordance with Article XII of this Lease and Tenant thereafter fails to replenish the Deposit as required and within the time period specified in said casesArticle XII, not withstanding any license or waiver of any former breach of covenant or consent in a former instance, it and such failure shall be lawful continue for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving more than ten (10) Business Days after written notice thereof from Landlord to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of TextronTenant.

Default. If Licensee shall be in default The occurrence of any one or more of the following will constitute an "Event of Default" under this Agreement: (a) The failure of any Borrower to pay when due any Payment Amount or any other amounts payable under this Agreement or any Note within five (5) days of the date when due; (b) A breach or failure in the payment observance or performance by any Borrower of fees any other material provision of this Agreement or any part thereof or of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten Loan Document which is not remedied within thirty (10) days (whether or not the payment of said fees shall have been demanded), or if default shall be made in any other of the covenants or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue for a period of ten (1030) days after receipt by any Borrower of notice to Licensee of such breach or failure; (c) Any material representation, warranty or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period)covenant made herein, or if Licensee in any certificate, document, financial or other statement delivered in connection with this Agreement, or hereafter made by any Borrower proves to have been incorrect in any material adverse respect when made or given; (d) ATII or any Subsidiary, or any surety or guarantor of the Indebtedness evidenced by this Agreement or the Note (i) files a petition or has a petition filed against it under the bankruptcy code, or any proceeding for relief of insolvent debtors; (ii) generally fails to pay its debts as such debts become due; (iii) shall make admit in writing its inability to pay its debts as they become due; (iv) has a custodian, trustee or receiver appointed, voluntarily or otherwise, for t or its assets; (v) benefits from, or is subject to, the entry of an order for relief by any court of insolvency; (vi) makes an assignment for the benefit of creditors; (vii) becomes insolvent (however otherwise evidenced); (viii) liquidates, winds-up, dissolves or suspends business; or (ix) has commenced against it any case, proceeding or other action seeking the issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets, which results in the entry of an order for any such relief which shall not have been vacated, discharged, or file a voluntary petition stayed or bonded pending appeal within sixty (60) days from the entry thereof; (e) ATII or any Subsidiary shall (i) default in bankruptcy any payment of any other instrument or insolvencyagreement (other than with Lender) with an outstanding principal amount in excess of $10,000 beyond the period of grace, if any, provided in the applicable instrument or agreement, or (ii) default in the observance of any other provision of such other instrument or agreement as to cause, or permit the holder of such instrument or agreement to cause, the obligations thereunder to become due prior to its stated maturity; (f) One or more judgment or decrees shall be adjudged bankruptentered against ATII or any Subsidiary involving in the aggregate a liability (not paid or fully covered by insurance) of $10,000 or more, and any of such judgments or decrees shall not have been vacated, discharged, or if stayed or bonded pending appeal within sixty (60) days after the estate hereby created entry thereof; or (g) Any guaranty or any subordination agreement required or delivered in connection with this Agreement is breached or becomes ineffective, or any guarantor, or subordinating creditor disavows its obligation ▇▇▇▇▇▇ the guaranty or subordination agreement, as the case may be; or (h) Any Borrower fails to perform any of its obligations under any other agreement or lease with Lender (subject to any cure rights or notice periods contained in such other agreement or lease); or (i) At any time a Borrower other than ATII ceases to be a Subsidiary or ATII; or (j) If any Change in Control should occur without Lender's prior written consent. A "Change in Control" of ATII shall be deserted deemed to have occurred upon any change in the direct or vacatedindirect control of, then and or the ability or right to control, a majority of the voting shares of any class of securities or ownership rights in any ATII or any other Borrower or in the right and/or the power to control the election of the said cases, not withstanding board of directors of ATII or any license or waiver other Borrower; or (k) The occurrence of any former breach of covenant or consent in a former instance, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continuematerial adverse effect on, or be in effect material adverse change in, (i) the business, operations or financial condition of ATII or any other Borrower, (ii) the ability of ATII or any other Borrower to terminate perform its obligations under this Agreement, any Note, or the other Loan Documents, or (iii) the Lender's ability to enforce the right sand remedies granted under this Agreement and or the other Loan Documents, in all cases whether attributable to a single circumstance or event or an aggregation of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand circumstances or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textronevents.

Default. If Licensee any one of the following events (each, a "Servicing Default") shall occur and be in default in continuing: (a) any failure by the payment Master Servicer to deposit into any Collection Account or the Trustee Collection Account any deposit required to be made under the terms of fees or any part thereof or this Agreement that continues unremedied for a period of other sums payable by Licensee hereunder at five (5) Business Days after the times and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether or not the payment date upon which written notice of said fees such failure shall have been demanded), given to the Master Servicer by the Issuer or if default shall be made in the Indenture Trustee; or (b) any other of the covenants or provisions herein contained failure on the part of Licensee the Master Servicer to be kept duly observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in this Agreement, which failure materially and performed adversely affects the interests of any Securityholder, and if such default shall continue which failure continues unremedied for a period of ten (10) 45 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Issuer or the Indenture Trustee; or then, in the case of paragraphs (a) or (b), the Master Servicer shall immediately notify the Indenture Trustee and the Owner Trustee in writing thereof and, for so long as such Servicing Default shall not have been remedied by the Master Servicer, then the Issuer or the Indenture Trustee may, by notice then given in writing to the Master Servicer, terminate all rights and obligations of the Master Servicer hereunder, other than the Master Servicer’s right to receive servicing compensation and reimbursement of expenses hereunder during any period prior to the date of such termination, and the Indenture Trustee, the Owner Trustee or the Issuer may exercise any and all other remedies available at law or in equity. Any such notice to Licensee the Indenture Trustee shall also be given to each Rating Agency and the Issuer. Subject to Section 7.02, on or after receipt by the Master Servicer of such written notice in the case of paragraphs (a) or (b), all authority and power of the Master Servicer under this Agreement shall pass to and be vested in the Indenture Trustee as pledgee of the Mortgage Loans pursuant to this Section. Without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney in-fact or otherwise, any and all documents or other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination under paragraphs (a) or (b), whether to complete the transfer and endorsement of each Mortgage Loan or the related Mortgage Documents or Related Documents, or otherwise. The Master Servicer agrees to cooperate fully with the Owner Trustee and the Indenture Trustee, as the case may be, in effecting the termination under paragraphs (a) or (b) of the rights and responsibilities of the Master Servicer hereunder, including the transfer to the Indenture Trustee (or other applicable successor) for the administration by it of all cash relating to the Mortgage Loans that shall at the time be held by the Master Servicer for deposit into the Collection Account, or that have been thereafter received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with amending this Agreement to reflect such succession as Master Servicer pursuant to this Section shall be paid by the predecessor Master Servicer (or if such default the predecessor Master Servicer is the Indenture Trustee, the initial Master Servicer and, in any event, if the initial Master Servicer cannot pay any such amount, in accordance with Section 3.05 of the Indenture) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding any termination of the activities of the Master Servicer hereunder, the Master Servicer shall be cured within entitled to receive, out of any late collection of a payment on a Mortgage Loan that was due prior to the notice terminating the Master Servicer’s rights and obligations hereunder and received after such 10 day periodnotice, Licensee has that portion thereof to which the Master Servicer would have been entitled hereunder, its Servicing Fee in respect thereof and any other amounts payable to the Master Servicer hereunder the entitlement to which arose prior to such termination. Notwithstanding the foregoing, a delay in or failure of performance under paragraph (a) or (b) above, after the expiration of the applicable grace periods, shall not commenced to cure default within constitute a Servicing Default if such 10 day period)delay or failure could not have been prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an Act of God, any act of the public enemy, declared or undeclared war, public disorder, rebellion or sabotage, or if Licensee epidemic, landslide, lightning, fire, hurricane, earthquake or flood. The preceding sentence shall make an assignment for not relieve the benefit of creditors, or file a voluntary petition in bankruptcy or insolvency, or shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacated, then and in any of the said cases, not withstanding any license or waiver of any former breach of covenant or consent Master Servicer from using reasonable efforts to perform its obligations hereunder in a former instancetimely manner in accordance with the terms hereof, it and the Master Servicer shall be lawful for Textron thereupon or at any time thereafterprovide the Owner Trustee, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement the Indenture Trustee and all of Licensee’s interest hereunder by giving written the Securityholders with notice to Licensee of such termination and failure or delay by it, together with a description of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law its efforts to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textronso perform its obligations.

Default. If Licensee Tenant shall be fail to pay any installment of rent promptly on the day when the same shall become due, and shall continue in default in the payment of fees or any part thereof or of other sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten (10) days (whether or not the payment of said fees shall have been demanded), or if default shall be made in any other of the covenants or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue for a period of ten (10) days after receipt of written notice to Licensee (or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period)thereof by Landlord, or if Licensee Tenant shall make an assignment fail to promptly keep and perform any other affirmative covenant of this Lease or to commence such performance in good faith in accordance with the terms of this Lease and shall continue in default for the benefit a period of creditors, or file a voluntary petition in bankruptcy or insolvency, or shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacatedthirty (30)days after receipt of written notice thereof by Landlord of default and demand of performance, then and in any such event, and as often as any such event shall occur, provided Tenant has failed to cure such default within ten (10) or thirty (30) days of the said casesrespective notice, Landlord may, at its sole election and in addition to any and all other remedies provided by law or contained in this Lease, declare this Lease terminated and enter into and upon the Premises and take back same from Tenant. In such event, Tenant shall not withstanding any license be released from the rent past due, or waiver future rent, or from the payment of damages for the breach of this Lease by Tenant. Furthermore, in the event of a default of the terms of this Lease, the Landlord shall be reimbursed by the Tenant for all legal fees incurred by the Landlord in connection with the enforcement of the terms of this Agreement. All remedies of Landlord shall be cumulative or alternate, and the exercise of one remedy shall not waive the exercise of any former breach other remedy. In case the Landlord shall default in the performance of any material covenant or consent agreement contained herein, including but not limited to Landlord interfering with Tenant's enjoyment of the Premises, in particular with Tenant's access to ingress to and egress from the Premises, and said default shall continue for a former instanceperiod of thirty (30) days after written notice thereof to Landlord setting forth the specific nature of the default, it then no rent shall be lawful payable under this Lease for Textron thereupon or such time as such default shall continue, and the Tenant, after such thirty (30) day period to cure, may declare the Term of this Lease ended and may vacate the Premises and be relieved from all further obligations under this Lease except those that are intended to survive the termination of this Lease (e.g. the indemnification set forth in paragraph 19 above), or, if the Landlord has not diligently begun to cure such material breach (e.g. by accepting bids for repair) at the end of said thirty (30) day period, then the Tenant may, at its option, at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee the continuance of such termination and default after the expiration of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or said thirty days' notice, pay any sum necessary to perform any obligation of Landlord hereunder and without process of law deduct the cost thereof from the rent thereafter to enter upon and into the Premises or any part thereof in the name of the whole, and to declare become due under this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of TextronLease.

Default. If Licensee shall be in It is hereby expressly agreed that should any default occur in the payment of fees principal or any part thereof or interest as stipulated above and such payment is not made wihtin five (5) days of other sums payable by Licensee hereunder at the times and places herein fixed date such payment is due (provided that no grace period is provided for the payment thereof of principal and said default shall continue ten (10) days (whether or not interest due on the payment of said fees shall have been demandedMaturity Date), or if default shall be made in should any other of the covenants or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue for a period of ten (10) days after notice to Licensee (or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period), or if Licensee shall make an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy or insolvency, or shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacated, then and in occur under any of the said casesLoan Documents which is not cured within any applicable grace or cure period, not withstanding any license or waiver of any former breach of covenant or consent in then a former instancedefault shall exist hereunder, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of event the indebtedness evidenced hereby, including all sums advanced or accrued hereunder or under any manner of trespass without prejudiceother Loan Document, howeverand all unpaid interest accrued thereon, to Textron’s claims for rent or other claims for breach of covenant hereundershall, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of TextronLender and without notice to Borrower, at once become due and payable and may be collected forthwith, whether or not there has been a prior demand for payment and regardless of the stipulated date of maturity. In the event that any payment is not received by Lender on the date when due (subject to the applicable grace period), then in addition to any default interest payments due hereunder, Borrower shall also pay to Lender a late charge in an amount equal to five percent (5.0%) of the amount of such overdue payment. So long as any default exists hereunder, regardless of whether or not there has been an acceleration of the indebtedness evidenced hereby, and at all times after maturity of the indebtedness evidenced hereby (whether by acceleration or otherwise), interest shall accrue on the outstanding principal balance of this Note at a rate per annum equal to four percent (4.0%) plus the interest rate which would be in effect hereunder absent such default or maturity, or if such increased rate of interest may not be collected under applicable law, then the maximum rate or interest, if any, which may be collected from Borrower under applicable law (the "Default Interest Rate"), and such default interest shall be immediately due and payable. Borrower acknowledges that it would be extremely difficult or impracticable to determine ▇▇▇▇▇▇'s actual damages resulting from any late payment or default, and such late charges and default interest are reasonable estimates of those damages and do not constitute a penalty. The remedies of Lender in this Note or in the Loan Documents, or at law or in equity, shall be cumulative and concurrent, and may be pursued singly, successively or together in ▇▇▇▇▇▇'s discretion. Time is of the essence of this Note. In the event this Note, or any part hereof, is collected by or through an attorney-at-law, ▇▇▇▇▇▇▇▇ agrees to pay all costs of collection including, but not limited to, reasonable attorneys' fees.

Default. If Licensee An event of default (“Default”) shall be arise hereunder upon the occurrence of any one or more of the following and the expiration of any applicable cure period: (a) Trustor fails to occupy the Property as Trustor’s principal residence; (b) The sale, conveyance, encumbrance, refinance or other transfer of the Property including without limitation, the lease or rental of the Property in violation of the Property Restriction Agreement; (c) An event of default arises under the City Note, the Property Restriction Agreement, or under any loan secured by the Property and such default remains uncured following the expiration of any applicable cure period; (d) Trustor fails to pay when due any sum payable pursuant to the City Note, the Property Restriction Agreement or this Deed of Trust; (e) The Property is refinanced or encumbered in violation of the payment Property Restriction Agreement or this Deed of fees Trust; (f) Trustor fails to maintain insurance on the Property as required by the Property Restriction Agreement and this Deed of Trust, (g) Subject to Trustor’s right to contest the following charges, Trustor fails to pay prior to delinquency taxes or assessments due on the Property or fails to pay when due any part thereof or of other sums payable by Licensee hereunder at charge that may result in a lien on the times Property, and places herein fixed for the payment thereof and said Trustor fails to cure such default shall continue ten within twenty (1020) days of date of delinquency, but in all events upon the imposition of any such tax or other lien; (whether h) Trustor declares bankruptcy or not the payment of said fees shall have been demanded), or if default shall be made in any other of the covenants or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue for a period of ten (10) days after notice to Licensee (or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period), or if Licensee shall make makes an assignment of assets for the benefit of creditors, or file a voluntary petition in an order for relief is entered under federal bankruptcy or insolvencylaws as to Trustor, or shall be adjudged bankruptTrustor is adjudicated as insolvent or bankrupt pursuant to the provisions of any state or federal insolvency or bankruptcy, or if Trustor consents to, acquiesces in, or attempts to secure the estate hereby created shall be deserted appointment of, any receiver for all or vacated, then and in any substantial part of the said casesProperty; (i) The occurrence of an event of default under any loan secured by the Property and the continuance of such default beyond the expiration of all applicable cure periods such that the holder of such loan has the right to accelerate such loan. (j) Trustor fails to observe or perform any other covenant, not withstanding any license or waiver of any former breach of covenant or consent in a former instance, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continuecondition, or agreement to be in effect to terminate this Agreement and all of Licensee’s interest hereunder observed or performed by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure Trustor pursuant to the benefit City Note, the Property Restriction Agreement or this Deed of Trust, including without limitation, the failure to pay any assignee, receiver or trustee in bankruptcy, excepting at the option of Textronsum due pursuant to any such document.

Default. If Licensee any of the following Events of Default shall occur: (a) the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Section) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for five Business Days; (c) any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary in or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been materially incorrect when made or deemed made; (d) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in this Agreement or any other Loan Document; (e) the Borrower or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable; (f) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (f) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness provided that such sale or transfer is otherwise permitted by this Agreement; (g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in default in respect of the payment of fees Borrower or any part thereof Subsidiary or its debts, or of other sums payable by Licensee hereunder at a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the times and places herein fixed appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the payment thereof and said default Borrower or any Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue ten undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (10h) days the Borrower or any Subsidiary shall (whether i) voluntarily commence any proceeding or not file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the payment of said fees shall have been demanded)institution of, or if default shall be made fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (g) of this Section, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any other of the covenants or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue for proceeding, (v) make a period of ten (10) days after notice to Licensee (or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period), or if Licensee shall make an general assignment for the benefit of creditorscreditors or (vi) take any action for the purpose of effecting any of the foregoing; (i) the Borrower or any Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (j) one or more judgments for the payment of money in an aggregate amount in excess of $1,000,000 shall be rendered against the Borrower, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or file any action shall be legally taken by a voluntary petition judgment creditor to attach or levy upon any assets of the Borrower or any Subsidiary to enforce any such judgment; (k) an ERISA Event shall have occurred that, in bankruptcy the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; (l) a Change in Control shall occur; (m) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall cease to be involved in the management of the Borrower for any period of time in excess of 90 consecutive days, provided that during such 90-day period the Borrower shall diligently proceed to replace such Person with an individual having comparable qualifications and experience as such Person; (n) a Material Adverse Effect shall occur; (o) this Agreement or insolvency, any other Loan Document shall cease to be in full force and effect or shall be adjudged bankruptdeclared null and void or the validity or enforceability thereof shall be contested or challenged by the Borrower or any Subsidiary or any of their respective shareholders, or if the estate hereby created Borrower or any Guarantor shall be deserted deny that it has any further liability or vacated, then and in obligation under any of the said casesLoan Documents, or any Lien created by the Loan Documents shall for any reason cease to be a valid, first priority perfected security interest in and Lien upon any of the Collateral purported to be covered thereby; or (p) the Borrower or any Subsidiary, or any of their properties, revenues or assets shall become subject to an order of forfeiture, seizure or divestiture and the same shall not withstanding any license have been discharged within 30 days from the date of entry thereof. then, and in every such event (other than an event with respect to the Borrower described in clause (g) or waiver (h) of any former breach of covenant or consent in a former instancethis Section), it shall be lawful for Textron thereupon or and at any time thereafterthereafter during the continuance of such event, during the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which such defaultcase any principal not so declared to be due and payable may thereafter be declared to be due and payable), assignmentand thereupon the principal of the Loans so declared to be due and payable, insolvencytogether with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, legal proceedingsshall become due and payable immediately, desertionwithout presentment, vacancy demand, protest or neglect other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (g) or (h) of this Section, the Commitments shall continueautomatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, protest, or be in effect to terminate this Agreement and other formalities of any kind, all of Licensee’s interest hereunder which are hereby waived by giving written notice the Borrower. If any Event of Default shall occur and be continuing, the Administrative Agent may exercise all rights and remedies available to Licensee of such termination and of it in law or in equity, under the effective date thereof (and such notice having been givenLoan Documents, this Agreement shall cease and expire on the date named therein)or otherwise, and/or, at Textron’s optionincluding, without demand limitation, the right to foreclose or notice, and without process of law otherwise enforce any Lien granted to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims Administrative Agent for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at itself and the option Lenders to secure payment and performance of Textronthe Obligations.

Default. If Licensee (a) The following events shall be deemed to be events of default by Tenant under this Lease: (i) Tenant shall fail to pay any installment of Rent or any other charge or assessment against Tenant pursuant to the terms hereof within five (5) days following written notice by Landlord to Tenant of its failure to pay such installments, provided that Landlord shall not be obligated to send to Tenant such written notice more often than twice in default in any calendar year during the term hereof; (ii) Tenant shall fail to comply with any term, provision, covenant or warranty made under this Lease by Tenant, other than the payment of fees the Rent or any part thereof other charge or of other sums assessment payable by Licensee hereunder at the times Tenant, and places herein fixed for the payment thereof and said default shall continue ten not cure such failure within twenty (10) days (whether or not the payment of said fees shall have been demanded), or if default shall be made in any other of the covenants or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue for a period of ten (1020) days after notice thereof to Licensee Tenant; (iii) Tenant or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period), or if Licensee any guarantor of this Lease shall make an a general assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due, or shall file a voluntary petition in bankruptcy or insolvencybankruptcy, or shall be adjudged bankruptadjudicated as bankrupt or insolvent, or if shall file a petition in any proceeding seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file an answer admitting or fail timely to contest the estate hereby created material allegations of a petition filed against it in any such proceeding; (iv) a proceeding is commenced against Tenant or any guarantor of this Lease seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, and such proceeding shall not have been dismissed within forty-five (45) days after the commencement thereof; (v) a receiver or trustee shall be deserted appointed for the Demised Premises or vacatedfor all or substantially all of the assets of Tenant or of any guarantor of this Lease (unless such receiver is removed within thirty (30) days after appointment thereof); and (vi) Tenant shall do or permit to be done anything which creates a lien upon the Demised Premises or the Project and such lien is not removed or discharged within fifteen (15) days after the filing thereof. Notwithstanding the foregoing, then in the case of a non-monetary default which is subject to cure but which cannot by its very nature be cured within said twenty (20) day period, Tenant shall be granted an additional period of time, not to exceed twenty-five (25) days, in which to effect such cure, provided Tenant promptly commences to cure such default and in diligently pursues said cure to completion. (b) Upon the occurrence of any of the said cases, not withstanding any license or waiver aforesaid events of any former breach of covenant or consent in a former instance, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy Landlord shall have the option to pursue any one or neglect shall continue, more of the following remedies without any notice or be in effect to demand whatsoever: (i) terminate this Agreement Lease, in which event Tenant shall immediately surrender the Demised Premises to Landlord and all of Licensee’s interest hereunder by giving written notice if Tenant fails to Licensee of such termination and of the effective date thereof (and such notice having been givendo so, this Agreement shall cease and expire on the date named therein)Landlord may without prejudice to any other remedy which it may have for possession or arrearages in Rent, and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into take possession of the Demised Premises and expel or remove Tenant and any other person who may be occupying said Demised Premises or any part thereof, in accordance with applicable law, without being liable for prosecution or any claim of damages therefor; Tenant hereby agreeing 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 Demised Premises on satisfactory terms or otherwise; (ii) terminate Tenant's right of possession (but not this Lease) and enter upon and take possession of the Demised Premises and expel or remove Tenant and any other person who may be occupying said Demised Premises or any part thereof, by entry (in accordance with applicable law), dispossessory suit or otherwise, without thereby releasing Tenant from any liability hereunder, without terminating this Lease, and without being liable for prosecution or any claim of damages therefor and, if Landlord so elects, make such alterations, redecorations and repairs as, in Landlord's judgment, may be necessary to relet the Demised Premises, and Landlord may, but shall be under no obligation to do so, relet the Demised Premises or any portion thereof in Landlord's or Tenant's name, but for the name account of Tenant, for such term or terms (which may be for a term extending beyond the Lease Term) and at such rental or rentals and upon such other terms as Landlord may deem advisable, with or without advertisement, and by private negotiations, and receive the rent therefor, Tenant hereby agreeing to pay to Landlord the deficiency, if any, between all Rent reserved hereunder and the total rental applicable to the Lease Term hereof obtained by Landlord re-letting, and Tenant shall be liable for Landlord's expenses in redecorating and restoring the Demised Premises and all costs incident to such re-letting, including broker's commissions and lease assumptions, and in no event shall Tenant be entitled to any rentals received by Landlord in excess of the wholeamounts due by Tenant hereunder; or (iii) enter upon the Demised Premises, in accordance with applicable law, without being liable for prosecution or any claim of damages therefor, and do whatever Tenant is obligated to do under the terms of this Lease; and Tenant agrees to reimburse Landlord on demand for any expenses including, without limitation, reasonable attorneys' fees which Landlord may incur in this effecting compliance with Tenant's obligations under this Lease and Tenant further agrees that Landlord shall not be liable for any damages resulting to Tenant from such action. If this Lease is terminated by Landlord as a result of the occurrence of an event of default, Landlord may declare due and payable immediately an amount determined as follows: (x) the entire amount of Rent and other charges and assessments which would have become due and payable during the remainder of the Lease Term (including, without limitation, increases in Rent pursuant to Article 7 hereof), discounted to present value by using a discount factor of eight percent (8%) per annum, plus (y) all of Landlord's costs and expenses (including, without limitation, Landlord's expenses in redecorating and restoring the Demised Premises and all costs relating to such reletting, including broker's commissions and lease assumptions) reasonably incurred in connection with or related to the reletting of the Demised Premises, minus (z) the market rental value of the Demised Premises for the remainder of the Lease Term, based on Landlord's reasonable determination of both future rental value and the probability of reletting the Demised Premises for all or part of the remaining Term, discounted to present value by using a discount factor of eight percent (8%) per annum. Such payment shall not constitute a penalty or forfeiture but shall constitute liquidated damages for Tenant's failure to comply with the terms and provisions of this Agreement at an end Lease (Landlord and Tenant agreeing that Landlord's exact damages in such case expel Licensee without being guilty event are impossible to ascertain and that the amount set forth above is a reasonable estimate thereof). For purposes of any manner determining what could be collected by Landlord by reletting under this subsection, Landlord is not required to relet when other comparable space in the Building is available. The term "remaining Lease Term" as used in this subsection shall mean the period which otherwise would have (but for the termination of trespass without prejudice, however, to Textron’s claims for rent or other claims for breach this Lease) constituted the balance of covenant hereunder, it being expressly understood and agreed that the Lease Term from the date of the termination of this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of TextronLease.

Default. If Licensee Each of the following events shall be in an “Event of Default” hereunder: (a) if Company shall fail to pay timely any of the principal or interest due under this Note on the date the same becomes due and payable and such default is not cured within five (5) days following written notice thereof by Seller to Company; (b) if Company shall fail to perform, in the time and manner required, any of its obligations or covenants under, or shall fail to comply with any of the provisions of, this Note, which does not involve the failure to make a payment when due (be it principal or interest), and such default is not cured within thirty (30) days following written notice thereof by Seller to Company; (c) if a default or event of fees default with respect to any Senior Debt (as defined in Section 12 below) has occurred and is continuing and the holders of such Senior Debt have accelerated the maturity of such Senor Debt; (d) if any member of HoldCo Group files any petition or commences any case or other proceeding with respect thereto for relief under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, liquidation, or moratorium law or any part thereof or of other sums payable by Licensee hereunder at the times and places herein fixed law for the payment thereof and said default shall continue ten (10) days (whether or not the payment of said fees shall have been demanded)relief of, or if default shall be made relating to, debtors, now or hereafter in any other of the covenants or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue for a period of ten (10) days after notice to Licensee (or if such default cannot be cured within such 10 day period, Licensee has not commenced to cure default within such 10 day period)effect, or if Licensee shall make an makes any assignment for the benefit of creditors, or file a voluntary petition admits in bankruptcy writing its inability to pay or insolvencygenerally fails to pay its debts as they mature or become due, or shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacated, then and takes any corporate action in furtherance of any of the said casesforegoing; or (e) if an involuntary petition is filed or any case or other proceeding is commenced against any member of HoldCo Group (unless such petition is dismissed or discharged within ninety (90) days) under any bankruptcy, not withstanding any license or waiver of any former breach of covenant or consent in a former instancereorganization, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignmentarrangement, insolvency, legal proceedingsadjustment of debt, desertion, vacancy liquidation or neglect shall continuemoratorium statute now or hereafter in effect, or be in effect to terminate this Agreement and all of Licensee’s interest hereunder by giving written notice to Licensee of such termination and of the effective date thereof (and such notice having been givena custodian, this Agreement shall cease and expire on the date named therein)receiver, and/ortrustee, at Textron’s optionliquidator, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, however, to Textron’s claims assignee for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of creditors (or other similar official) is applied for or appointed for any assigneemember of HoldCo Group or is applied for or appointed to take possession, receiver custody or trustee in bankruptcy, excepting at the option control of Textronany property of such member of HoldCo Group.

Default. If Licensee Any other provisions in this Lease notwithstanding, it shall be an event of default (“Event of Default”) under this Lease if: (i) Tenant fails to pay any installment of Fixed Rent, Additional Rent or other sum payable by Tenant hereunder when due and such failure continues for a period of five (5) days after written notice of such non-payment be Landlord to Tenant (which written notice shall not be required more than two times in default in any period of twelve (12) consecutive months), or (ii) Tenant fails to observe or perform any other covenant or agreement of Tenant herein contained and such failure continues after written notice given by or on behalf of Landlord to Tenant for more than thirty (30) days, or (iii) Tenant uses or occupies the payment of fees Demised Premises other than as permitted hereunder, or (iv) Tenant assigns or sublets, or purports to assign or sublet, the Demised Premises or any part thereof other than in the manner and upon the conditions set forth herein, or (v) Tenant abandons or vacates the Demised Premises or, without Landlord’s prior written consent, Tenant removes or attempts to remove or manifests an intention to remove any or all of Tenant’s property from the Demised Premises other sums payable by Licensee hereunder at than in the times ordinary and places herein fixed usual course of business, or (vi) Tenant (which, for purposes of this clause, includes any guarantor hereunder) files a petition commencing a voluntary case, or has filed against it a petition commencing an involuntary case, under the payment thereof and said default shall continue ten Federal Bankruptcy Code (10) days (whether or not Title 11 of the payment of said fees shall have been demandedUnites States Code), as now or if default hereafter in effect, or under any similar law, or files or has filed against it a petition or answer in bankruptcy or for reorganization or for an arrangement pursuant to any state bankruptcy law or any similar state law, and, in the case of any such involuntary action, such action shall not be made in any other of the covenants dismissed, discharged or provisions herein contained on the part of Licensee to be kept and performed and if such default shall continue for a period of ten denied within sixty (1060) days after notice the filing thereof, or Tenant consents or acquiesces in the filing thereof, or (vii) if Tenant is a banking organization, Tenant files an application for protection, voluntary liquidation or dissolution applicable to Licensee banking organization, or (viii) a custodian, receiver, trustee or if liquidator of Tenant or of all or substantially all of Tenant’s property or of the Demised Premises shall be appointed in any proceedings brought by or against Tenant and, in the latter case, such default canentity shall not be cured discharged within sixty (60) days after such 10 day period, Licensee has not commenced appointment or Tenant consents to cure default within or acquiesces in such 10 day period)appointment, or if Licensee (ix) Tenant shall generally not pay Tenant’s debts as such debts become due, or shall make an assignment for the benefit of creditors, or file a voluntary petition shall admit in bankruptcy or insolvencywriting its inability to pay its debts generally as they become due, or shall be adjudged bankrupt, or if the estate hereby created shall be deserted or vacated, then and in (x) any of the said cases, not withstanding foregoing occurs as to any license guarantor or waiver surety of any former breach of covenant or consent in a former instance, it shall be lawful for Textron thereupon or at any time thereafter, during which such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continueTenant’s performance under this Lease, or be such guarantor or surety defaults on any provision under its guaranty or suretyship agreement. The notice and grace period provisions in effect clauses (i) and (ii) above shall have no application to terminate this Agreement and all the Events of Licensee’s interest hereunder by giving written notice Default referred to Licensee of such termination and of the effective date thereof in clauses (and such notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or notice, and without process of law to enter upon and into the Premises or any part thereof in the name of the whole, and to declare this Agreement at an end and in such case expel Licensee without being guilty of any manner of trespass without prejudice, howeveriii) through (ix) above or, to Textron’s claims for rent or other claims for breach of covenant hereunder, it being expressly understood and agreed that this Agreement shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Textronextent applicable (x).