Common use of Default Clause in Contracts

Default. Upon the occurrence of any one or more of the following events ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure to pay when due any regularly scheduled payment of 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 (or such earlier period as set forth in this Paragraph 21(a)); (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 five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of 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 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 petition or appointment, or if Tenant or its Parent 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 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 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgage.

Default. Upon If Licensee shall be in default in the occurrence of any one or more of the following events ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure to pay when due any regularly scheduled payment of Rent, fees or any part thereof or of other sum of money sums payable by Licensee hereunder at the times and places herein fixed for the payment thereof and said default shall continue ten (whether as additional Rent or otherwise) and such failure is not cured within five (510) days (whether or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other not the payment of Rentsaid fees shall have been demanded), 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; (iii) Tenant's failure to perform if default shall be made in any other of the terms, covenants or conditions provisions herein contained in this Lease on the part of Licensee to be kept and performed and if not remedied within thirty such default shall continue for a period of ten (3010) days after receipt of Notice thereof, or, notice to Licensee (or if such default cannot reasonably be remedied cured within such 10 day period, Tenant does Licensee has not commenced to cure default 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 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 petition or appointment10 day period), or if Tenant or its Parent makes Licensee shall make an assignment for the benefit of creditors creditors, or file a voluntary petition in bankruptcy or insolvency, or shall admit in writing its inability to pay its debts generally as they become duebe adjudged bankrupt, or if Tenant's 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 in this Lease is attached, seized or made subject hereunder by giving written notice to any other judicial seizure Licensee of such termination and of the effective date thereof (and such seizure notice having been given, this Agreement shall cease and expire on the date named therein), and/or, at Textron’s option, without demand or attachment is not discharged within ninety (90) days; (v) if Tenant's fails notice, and without process of law to provide insurance coverage (enter upon and into the Premises 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 or interest of Tenant part thereof 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 name of the terms of whole, and to declare this Lease, unless Tenant is contesting Agreement at an end and in 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 case expel Licensee without being guilty of any licensemanner of trespass without prejudice, permithowever, certification to Textron’s claims for rent or approval required other claims for the lawful operation breach 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 given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant covenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged expressly understood and agreed that all such payments and obligations this Agreement shall not continue or inure to the benefit of Tenant hereunder shall be made and performed within such time periods so as to comply with any assignee, receiver or trustee in bankruptcy, excepting at the terms option of the Facility MortgageTextron.

Default. Upon the occurrence of any one or more Each and every of the following events ("Event will constitute default of Default"), Landlord shall have the right to exercise any rights or remedies available this agreement and result in this Lease, at law or in equity. Events of Default shall beits automatic termination: (i) Tenant's failure a. Failure to pay rent when due any regularly scheduled payment of Rentdue, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such the failure is not cured within five (5) days (or after written notice of such earlier period as set forth in this Paragraph 21(a));failure has been given to Lessee by the Board; or (ii) Tenant's failure b. Failure to pay when due perform any other payment terms or conditions of Rentthis Lease which are the responsibility of Lessee, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and if such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenantwritten notice by the Board. If the failure is caused by events beyond the Lessee's failure reasonable control, the Lessee shall so inform the Board and shall use due diligence to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of 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 cure the default as soon as feasible and shall not thereafter diligently complete such act be considered in default; or c. Vacating or acts within a reasonable time, provided, however, abandoning the Premises in no event shall such cure period extend beyond one hundred eighty excess of five (1805) days after Notice thereof; (iv) if Tenant without previously notifying the Board in writing; except that a temporary closing for remodeling or its Parent becomes bankrupt or insolventrepairs, or files any debtor proceedingsfor a holiday shall not be deemed vacation or abandonment; or d. Adjudgement as a bankrupt, or files pursuant to any statute a decree or order, approving as properly filed, a petition in bankruptcy or insolvency answer asking reorganization of the Lessee under Federal Bankruptcy Laws as now or for reorganizationhereafter amended, or files a petition for under the appointment laws of a receiver or trustee for all or substantially all the State of its assetsWisconsin, shall be entered, and any such petition decree, judgment or appointment or if any of the foregoing are filed against Tenant or its Parent, order shall not have been vacated, stayed or set aside within ninety fifteen (9015) days from the date of such the entry or granting thereof; or e. Filing or admitting the jurisdiction of the court and the material allegations contained in, any petition or appointmentin bankruptcy, or if Tenant 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 Parent makes an assignment 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 creditors or shall admit in writing its inability to pay its debts generally as they become due, application for 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 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 consent 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 lapsedappointment of a receiver for ▇▇▇▇▇▇; or (xi) if any Person acquires more than 9.8% g. An assignment, transfer, conveyance or other disposition of its interest in the Premises without the express written consent of the outstanding ownership interests Board; or h. Violation of Article 11, Environmental Pollutants. Additionally, after having obtained permission from a court of competent jurisdiction, the Board may re-enter the Leased Premises, remove all persons and property there from, and store such property in Tenant, which would, in Landlord's a public warehouse at the 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 cost of the Code. Notwithstanding the foregoingLessee, if without becoming liable for any applicable Facility Mortgage provides loss or damage, except for a shorter cure loss of damage resulting from willful 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 provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms negligent acts of the Facility MortgageBoard, its employees or agents, and such re-entry will not release the Lessee from liability hereunder.

Default. Upon the The occurrence of any one or more of the following events ("shall constitute an Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be:hereunder. (iA) Tenant's failure Seller fails to pay any amount owed to Buyer as and when due due; (B) There shall be commenced by or against Seller any regularly scheduled payment of Rentvoluntary or involuntary case under the United States Bankruptcy Code, or any other sum assignment for the benefit of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rentcreditors, 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; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of 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 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 custodian for all or substantially all any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall Seller is generally not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors or shall admit in writing its inability to pay paying its debts generally as they become duedue or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or if Tenant's interest in this Lease is attachedrepresentation set forth herein, seized or made subject to any other judicial seizure and such seizure or attachment the same is not discharged cured to Buyer's satisfaction within ninety ten (9010) days; days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (vF) 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 Seller is liquidated or dissolvednot in compliance with, or begins proceedings toward such liquidation otherwise is in default under, any term of any document, instrument or dissolutionagreement evidencing a debt, orobligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any mannerdivision or affiliate of Silicon Valley Bank, permits regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the sale or divestiture Obligations of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property Seller to Buyer under this Agreement, or any material part thereof is voluntarily provision of any such guaranty shall for any reason cease to be valid or involuntarily transferredenforceable or any such guaranty shall be repudiated or terminated, assigned, conveyed, levied upon including by operation of law; (H) A default or attached in event of default shall occur under any proceeding in violation agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagesuch subordination agreement.

Default. Upon the The occurrence of any one or more of the following events ("shall constitute an “Event of Default"), Landlord shall have the right to exercise any rights or remedies available in ” of this Lease, at law or in equity. Events of Default shall beLease by Tenant: (ia) Tenant's A failure by Tenant to pay pay, when due due, any regularly scheduled payment installment of Rent, rent hereunder or any such other sum of money payable hereunder (whether as additional Rent or otherwise) and herein required to be paid by Tenant where such failure is not cured within five continues for ten (5) days (or such earlier period as set forth in this Paragraph 21(a)); (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 five (510) days after receipt of Notice written notice thereof from Landlord;; provided however said written notice shall not be required to be given by Landlord more than twice in any twelve (12) month period. (iiib) Tenant's A failure by Tenant to observe and perform any other of the terms, covenants terms or conditions contained of this Lease to be observed or performed by Tenant, where such failure continues for thirty (30) days after written notice thereof from Landlord to Tenant; provided that, if such default is of a nature that cannot be reasonably cured within such thirty (30) day period, no default shall exist so long as Tenant has commenced cure within such thirty (30) day period and diligently pursues same to completion within ninety (90) days. (c) The making by Tenant of any assignment for the benefit of creditors, an adjudication that Tenant is bankrupt, insolvent, or unable to pay its debts; the filing by or against Tenant of a petition in bankruptcy or of a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same is dismissed within sixty (60) days after the filing thereof); the appointment of a trustee or receiver to take possession of substantially all of Tenant’s assets located in the Leased Space or of Tenant’s interest in this Lease if not remedied (unless possession is restored to Tenant within thirty (30) days after receipt such appointment); or the attachment, execution or levy against, or other judicial seizure of, substantially all of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not Tenant’s assets located in the Leased Space or of Tenant’s interest in this Lease (unless the same is discharged 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 issuance 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 petition or appointment, or if Tenant or its Parent 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 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 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgage.

Default. Upon the The occurrence of any one or more of the following events matters constituted a default ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in ) by Tenant under this Lease, at law or in equity. Events of Default shall be: (ia) Tenant's failure Failure by Tenant to pay when due any regularly scheduled payment of Rent, Rent or any other sum of money amounts due and payable hereunder (whether as additional Rent or otherwise) by Tenant under this Lease and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (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 continues for five (5) days after receipt the giving of Notice 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 immediately without the requirement of Landlord to give notice of such failure to Tenant; (b) Failure by Tenant to observe or perform any 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 another tenant acquiring knowledge thereof, any hazardous condition that Tenant has created in violation of law or of this Lease; (e) Failure by Tenant to observe or perform any other covenant, agreement, condition or provision of this Lease, if such failure shall continue for twenty (20) days after written notice thereof to Tenant by Landlord; (iiif) Tenant's failure to perform any other The levy upon execution of the termsattachment by legal process of the leasehold interest of Tenant, covenants or conditions contained the filing or creation of a lien in this Lease if not remedied within thirty (30) days after receipt respect of 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 thereofleasehold interest; (ivg) if Tenant or its Parent any guarantor of this Lease becomes insolvent or 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 petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors or shall admit admits in writing its inability to pay its debts generally as they become duemature, makes an assignment for the benefit of creditors, or if applies for or consents to the appointment of a 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 interest in this Lease is attached, seized or made subject to any other judicial seizure such guarantor's property are filed against Tenant or such guarantor and such seizure or attachment is are not discharged dismissed within ninety thirty (9030) days; (vi) if Tenant's fails to provide insurance coverage (Proceedings in bankruptcy, or allows such coverage to be canceled other proceedings for relief under any law for the relief of debtors, are instituted by or lapse) pursuant to its obligation hereunder; (vi) if against 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 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 guarantor of this Lease, unless and, if instituted against Tenant is contesting or such lien guarantor, are allowed against either or attachment in good faith in accordance with Paragraph 26 hereofare consented to by either or are not dismissed within sixty (60) days thereof; (viiij) if there has been a final unappealable determination by any Government Agency Tenant shall repeatedly default in the timely payment of the revocation Rent 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 charges required to cease its operation be paid, or shall repeatedly default in keeping, observing or 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 Facility in accordance Purposes of this subsection, the occurrence of similar defaults three (3) times during any twelve (12) month period shall constitute a repeated default. Any notice periods provided for under this Article 21.01 shall run concurrently 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)statutory notice periods, 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 any notice 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 hereunder may be given to trigger an event of default thereunder for the same obligation as described above and provided simultaneously with or incorporated into any such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagestatutory notice.

Default. Upon the occurrence of Provider shall be in default under this Agreement if any one or more of the following events ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: occur: (i) Tenant's failure to pay when due Provider or any regularly scheduled payment of Rentits officers, employees, or agents fail to perform or fulfill any other sum of money payable hereunder (whether as additional Rent term, covenant, or otherwise) condition contained in this Agreement and Provider fails to cure such failure is not cured default within five (5) calendar days (or after Provider has been notified in writing of such earlier period as set forth in this Paragraph 21(a)); default; (ii) Tenant's failure to pay when due any other payment Provider makes a general assignment for the benefit of 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; creditors; (iii) Tenant's the filing by or against Provider of any petitions in bankruptcy either voluntary or involuntary, (iv) any transfer, assignment, or the 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 in default under this Agreement if SMG fails to perform or fulfill any other of the termsterm, covenants covenant, or conditions condition contained in this Lease if not remedied Agreement and SMG fails to cure such default within thirty (30) business days after receipt SMG has been served with written notice of 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 SMG makes a reasonable time, provided, however, in no event shall such cure 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 petition or appointment, or if Tenant or its Parent makes an general assignment for the benefit of creditors or creditors. SMG shall admit not be deemed to be in writing its inability default under this Agreement if SMG fails 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 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 fees due hereunder 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 Provider’s default under the applicable provisions of the Codethis Agreement. 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 provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder Nothing herein shall be made construed as excusing either Party from diligently commencing and performed completing a cure within such a lesser time periods so as to comply with the terms of the Facility Mortgageif reasonably possible.

Default. Upon Lessor's Right to Repossess, Operate, or Relet. If the occurrence of rental reserved by this Lease or any one or more of the following events ("Event of Default"), Landlord shall have the right other charges to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure to pay when due any regularly scheduled payment of Rentbe paid hereunder by Lessee, or any part thereof, are not paid when due and shall remain unpaid for a period of fifteen (15) days after notice thereof in writing, or if the Lessee shall fail to promptly perform any other sum of money payable covenant, condition, or provision by it to be performed hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier shall continue for a period as set forth in this Paragraph 21(a)); (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 five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of notice in writing specifying the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of 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 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 nature of such petition or appointmentfailure, or if Tenant or its Parent makes an assignment for Lessee abandons the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become duedemised premises, or if Tenant's interest in Lessee breaches any obligation under 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 by it to be canceled or lapse) pursuant performed which cannot be cured, then, and in any such event, Lessee shall be deemed to be in default and Lessor, without further notice may at its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolvedoption re-enter and take possession of the demised premises, including all improvements thereon and fixtures and equipment located at, in, or begins proceedings toward about the same, and take, operate, or relet the same in whole or in part for the account of Lessee at such liquidation rental and on such agreement and conditions and to such tenant or dissolution, or, tenants as Lessor in any manner, permits good faith may deem proper for a term not exceeding the sale unexpired period of the full term of this Lease. Lessor shall receive all proceeds and rent accruing from such operation or divestiture reletting of substantially the demised premises or fixtures and equipment and shall apply the same first to the payment of all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant costs and expenses incurred by Lessor in obtaining possession and in the Leased Property operation or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation reletting of the terms demised premises or fixtures and equipment, including reasonable attorney fees, commissions, and collection fees, and any alterations or repairs reasonably necessary to enable Lessor to operate or relet the premises or fixtures and equipment and to the payment of all such amounts as may be due or become payable under the provisions of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) and the balance remaining, if there has been a final unappealable determination by any Government Agency any, at the expiration of the revocation full term of this Lease 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 sooner termination thereof by written notice 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 termination given by Lessor 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder Lessee shall be made and performed within such time periods so as paid over to comply with the terms of the Facility MortgageLessee.

Default. Upon the The occurrence of any one or more of the following events (herein called "Event Events of Default"), Landlord ) shall have constitute a default hereunder and under the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall beNote: (i) Tenant's failure to pay when due any regularly scheduled 8.1 The Borrower defaults in the payment of Rentany principal or interest payable under this Agreement, the Note or any of the other sum of money payable hereunder (whether as additional Rent or otherwise) Loan Documents and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (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 default continues for more than five (5) days after receipt of Notice thereof from Landlordthe due date thereof; (iii) Tenant's failure to perform 8.2 The Borrower defaults in the payment or performance of any other covenant or obligation of the terms, covenants Borrower hereunder or conditions contained in this Lease if not remedied within thirty under the Note or any other Loan Documents for more than ten (3010) days after receipt the Lender has given notice of 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 thereofBorrower; (iv) if Tenant 8.3 Any representation or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant warranty made herein by the Borrower shall prove 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 false or misleading in any material respect; 8.4 The making of such petition or appointment, or if Tenant or its Parent makes an assignment by Borrower for the benefit of its creditors or shall admit the admission by Borrower in writing of its inability to pay its debts generally as they become due, or if Tenant's interest the insolvency of Borrower, or the filing by Borrower of a voluntary petition in this Lease is attachedbankruptcy, seized or made subject the adjudication of Borrower as a bankrupt, or the filing by Borrower of any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future statute, law or regulation, or the filing of any answer by Borrower admitting, or the failure by Borrower to deny, the material allegations of a petition filed against it for any other judicial seizure and such seizure relief, or attachment is not discharged within ninety (90) daysthe seeking or consenting by Borrower to, or acquiescence by Borrower in, the appointment of any trustee, receiver or 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 the Federal Bankruptcy Act, as amended; 8.5 The failure by Borrower, within sixty (v60) if Tenant's fails days after the commencement of any proceeding against Borrower seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, to provide insurance coverage (or allows obtain the dismissal of 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, proceeding or, in within sixty (60) days after the appointment, without the written consent or acquiescence of Lender, of any mannertrustee, permits the sale receiver or divestiture liquidator of substantially Borrower or of all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material substantial part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms properties of this LeaseBorrower, unless Tenant is contesting to vacate such lien or attachment in good faith in accordance with Paragraph 26 hereof;appointment; or (viii) if there has been a final unappealable determination 8.6 The default 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 Borrower under any other circumstances under which Tenant notes or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss other agreement for borrowed money, lease or limitation other agreement between Borrower 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility MortgageLender.

Default. Upon a. In the occurrence 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 events ("Event options, provided that at no time shall the FDOT be entitled to receive double recovery of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall bedamages: (i1) Tenant's 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 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 addition to any other remedies which are otherwise provided for in the Agreement, the UAO may exercise one or more of the following options: (1) Terminate this Agreement if the breach is material and has not been cured within sixty (60) days from written notice thereof from the UAO. (2) If the breach is a failure to pay when due an invoice for Utility Work which is reimbursable under this Agreement, pursue any regularly scheduled payment of 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 (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's statutory remedies that the UAO may have for failure to pay when due invoices. (3) Pursue any other payment remedies legally available. c. Termination of 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; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of 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 Agreement 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 Tenant or its Parent becomes bankrupt or insolvent, or files relieve either party from any debtor proceedings, or files obligations it has pursuant to other agreements between the parties nor from 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 statutory obligations that either party may have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent 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 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 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 regard 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagesubject matter hereof.

Default. Upon the occurrence of any one or more Each and every of the following events ("Event will constitute default of Default"), Landlord shall have the right to exercise any rights or remedies available this agreement and result in this Lease, at law or in equity. Events of Default shall beits automatic termination: (i) Tenant's failure a. Failure to pay rent when due any regularly scheduled payment of Rentdue, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such the failure is not cured within five (5) days (or after written notice of such earlier period as set forth in this Paragraph 21(a));failure has been given to Lessee by the Board; or (ii) Tenant's failure b. Failure to pay when due perform any other payment terms or conditions of Rentthis Lease which are the responsibility of Lessee, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and if such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's 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 perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of 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 cure the default as soon as feasible and shall not thereafter diligently complete such act be considered in default; or c. Vacating or acts within a reasonable time, provided, however, abandoning the Premises in no event shall such cure period extend beyond one hundred eighty excess of five (1805) days after Notice thereof; (iv) if Tenant without previously notifying the Board in writing; except that a temporary closing for remodeling or its Parent becomes bankrupt or insolventrepairs, or files any debtor proceedingsfor a holiday shall not be deemed vacation or abandonment; or d. Adjudgement as a bankrupt, or files pursuant to any statute a decree or order, approving as properly filed, a petition in bankruptcy or insolvency answer asking reorganization of the Lessee under Federal Bankruptcy Laws as now or for reorganizationhereafter amended, or files a petition for under the appointment laws of a receiver or trustee for all or substantially all the State of its assetsWisconsin, shall be entered, and any such petition decree, judgment or appointment or if any of the foregoing are filed against Tenant or its Parent, order shall not have been vacated, stayed or set aside within ninety fifteen (9015) days from the date of such the entry or granting thereof; or e. Filing or admitting the jurisdiction of the court and the material allegations contained in, any petition or appointmentin bankruptcy, or if Tenant 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 Parent makes an assignment 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 creditors or shall admit in writing its inability to pay its debts generally as they become due, application for 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 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 consent 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 lapsedappointment of a receiver for ▇▇▇▇▇▇; or (xi) if any Person acquires more than 9.8% g. An assignment, transfer, conveyance or other disposition of its interest in the Premises without the express written consent of the outstanding ownership interests Board; or h. Violation of Article 11, Environmental Pollutants. Additionally, after having obtained permission from a court of competent jurisdiction, the Board may re-enter the Leased Premises, remove all persons and property there from, and store such property in Tenant, which would, in Landlord's a public warehouse at the 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 cost of the Code. Notwithstanding the foregoingLessee, if without becoming liable for any applicable Facility Mortgage provides loss or damage, except for a shorter cure loss of damage resulting from willful 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 provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms negligent acts of the Facility MortgageBoard, its employees or agents, and such re-entry will not release the Lessee from liability hereunder.

Default. Upon (a) Purchaser may, by written notice of default to the occurrence of Seller, terminate this order or any one or more of part thereof if the following events ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: Seller fails (i) Tenant's failure to pay when due any regularly scheduled payment of Rentdeliver the articles in accordance with the specified delivery schedule, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due 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 payment provisions of Rentthis order or so fails to make progress as to endanger performance of this order in accordance with its terms and, or any other sum in either of money payable hereunder the circumstances specified in (whether as additional Rent or otherwise) and iii), does not correct such failure is not cured within five the period of ten (510) days after receipt of Notice thereof notice from Landlord;Purchaser specifying such failure. (iiib) Tenant's failure to perform any other of the termsUpon such termination, covenants or conditions contained Purchaser may procure similar articles on such terms and in this Lease if not remedied within thirty (30) days after receipt of Notice thereofsuch manner as Purchaser may deem appropriate, 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 and Seller shall be necessary liable to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, Purchaser for any excess costs occasioned Purchaser thereby; provided, however, in no event that Seller shall not be liable for such cure 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 excess costs where the default is due to any statute a petition cause beyond the control and without the fault or negligence of Seller, if Seller has notified Purchaser 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 writing of the foregoing are filed against Tenant or its Parent, shall not have been set aside existence of such cause within ninety (90) 10 days from the date beginning thereof. (c) If this order is terminated for default, 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 such petition this order. Upon direction of Purchaser, the Seller shall also protect and preserve property in its possession in which Purchaser or appointmentPurchaser’s customer has an interest. (d) If, after termination, it is determined that the Seller was not in default, or if Tenant or its Parent makes an assignment for that the benefit of creditors or shall admit in writing its inability to pay its debts generally default was excusable, 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 or interest of Tenant defined 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 clause hereof entitled “Excusable Delays,” the rights and obligations of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith parties shall be the same as if the termination had been issued 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 clause hereof entitled “Termination for Convenience.” (e) If the foregoingfailure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both the Seller and Seller’s subcontractor, and without the fault or negligence of either, the Seller shall not be liable for any applicable Facility Mortgage provides excess costs for a shorter cure or grace periodfailure to perform, or does not require notice to be given to trigger an event of default thereunder unless the subcontracted articles were obtainable from other sources in sufficient time for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then Seller to meet the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagerequired delivery schedule.

Default. Upon (a) Participant has specifically induced FINRA to enter into this Agreement based on the occurrence representations and undertakings of any 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 this Section 10 if FINRA shall determine, in its sole discretion, that one or more of the following events ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law conditions occurs or in equity. Events of Default shall beis continuing: (i) Tenant's failure Participant fails to pay when any amounts due any regularly scheduled payment of 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 (or such earlier period as set forth in FINRA under this Paragraph 21(a)); (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 five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied Agreement within thirty (30) days after receipt the applicable due date for such amounts specified in this Agreement; (ii) Any representation, warranty or certification, which is material to FINRA for regulatory, commercial or 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 Notice thereofthe time made or furnished; (iii) Participant defaults in the performance of any of its obligations or covenants under this Agreement, oror any representation, warranty or certification described in clause (ii) above becomes false or misleading, and such default, falsity or misstatement (if such default cannot reasonably be remedied within such period, Tenant does not within thirty curable) continues without remedy for a period of fifteen (3015) days after FINRA provides 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 timeParticipant thereof, provided, however, that if such default, falsity or misstatement cannot be remedied by Participant in no event shall such cure period extend beyond one hundred eighty good faith and with due diligence within fifteen (18015) days after Notice thereofand the failure to so remedy within fifteen (15) days does not cause FINRA to be in violation of applicable law or regulations or to otherwise materially injure FINRA, then an event or condition of default under this clause will not be considered to exist or have occurred for so long as Participant commences such actions as are necessary to remedy such default, falsity or misstatement within such fifteen (15) day period and thereafter diligently pursues such actions to remedy such default, falsity or misstatement; (iv) if Tenant Participant proceeds with a proposed action in default of its obligations or its Parent becomes bankrupt or insolventcovenants under this Agreement, or files in breach of any debtor proceedingsrepresentation, warranty or files pursuant certification, that is material to any statute FINRA for regulatory, commercial or other reasons, made by Participant in connection herewith, after FINRA has provided Notice to Participant that such proposed action would constitute 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 petition or appointment, or if Tenant or its Parent 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 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 default 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 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgage.

Default. Upon the The occurrence of any one or more of the following events ("Event instances shall be considered to be a default or a breach of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: Agreement by Licensee: (i) Tenant's any failure of Licensee to pay when due any regularly scheduled payment of Rentthe Monthly License Fee, or any other sum charge for which Licensee has the responsibility of money payable hereunder payment under this Agreement, within ten (whether as additional Rent 10) Business Days of the date following written notice to Licensee from Licensor, or otherwiseits 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 charge shall be an immediate default without notice to Licensee if not paid within ten (10) and such 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 within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (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 five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied by Licensee within thirty (30) days after of receipt by Licensee of Notice thereofwritten notice from Licensor, oror its designee, if of the existence of such default cannot reasonably be remedied within a default; except such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as day cure period shall be extended as reasonably necessary to remedy permit Licensee to complete a cure so long as Licensee commences the default and shall not thereafter diligently complete cure within such act or acts within a reasonable time, provided, however, in no event shall such thirty (30) day cure period extend beyond one hundred eighty and thereafter continuously and diligently pursues and completes such cure; (180iii) days after Notice thereof; failure of Licensee to abide by the Interference provisions as set forth in Section 11; (iv) if Tenant a PCN Default occurs that Licensee fails to cure within ten (10) days of Licensor’s written notice to Licensee, or its Parent becomes bankrupt designee of the existence of such default; (v) Licensee shall become bankrupt, insolvent or insolventfile a voluntary petition in bankruptcy, or files any debtor proceedings, or files pursuant to any statute a have an involuntary petition in bankruptcy filed against Licensee which cannot be or insolvency is not dismissed by Licensee within sixty (60) days of the date of the filing of the involuntary petition, file for reorganization or for reorganization, or files a petition arrange for the appointment of a receiver or trustee for in bankruptcy or reorganization of all or substantially all a substantial portion of its Licensee’s 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 petition or appointment, or if Tenant or its Parent Licensee makes an assignment for such purposes for the benefit of creditors or shall admit 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; creditors; (vi) if Tenant this Agreement or its Parent is liquidated Licensee’s interest herein or dissolved, Licensee’s interest in the Tower Facility are executed upon or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; attached; (vii) if Licensee commits or fails to perform an act which results in a Change of Control occurs default under or nonconformance with the estate Ground Lease by Licensor and the same shall not be cured within 5 Business Days (or interest of Tenant in such shorter time as permitted under the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation Ground Lease to cure) of the terms date following written notice to Licensee from Licensor, or its designee, of this Lease, unless Tenant is contesting such lien default; 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 imposition 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 lien on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, Approved Equipment except as a result of Casualty may be expressly authorized by this Agreement, or partial an attempt by Licensee or complete Condemnation; (x) if Tenant fails anyone claiming through Licensee to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable encumber Licensor’s interest 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)Tower Facility, and the same shall not be declared dismissed or otherwise removed within ten (10) Business Days of written notice from Licensor 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility MortgageLicensee.

Default. Upon the occurrence of any one or more of the following events ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (ia) Tenant's failure If Licensee fails to pay when due any regularly scheduled payment amounts (including, without limitation, any installment of Rent, any Annual License Fee or Deposit) to be paid by Licensee pursuant to the Agreement or otherwise breaches or defaults in the performance or observation of any of its obligations under the Agreement or any other sum agreement between Club and 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 is not capable of money payable hereunder being cured, or (whether as additional Rent or otherwisey) and 5 days after giving notice to Licensee, if such failure or default is not capable of being cured and Licensee fails to cure such failure or default within five (such 5) days (or such earlier period as set forth in this Paragraph 21(a)); -day period; and/or (ii) Tenant's failure withhold distribution of tickets and passes to pay when due any other payment of Rent, or any other sum of money payable hereunder Licensee for events (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 conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereof, 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 cannot reasonably be remedied within is cured, at which time Licensee’s right to purchase or receive such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as tickets and passes shall be necessary restored to remedy the default extent such tickets and shall passes have 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 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 otherwise been sold. “Insolvency Event” means any of the foregoing are filed against Tenant following: (1) Licensee commences a voluntary case concerning itself under any bankruptcy, insolvency or its Parent, shall not have been set aside within ninety (90) days from the date of such petition liquidation code or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors or shall admit in writing otherwise admits its inability to pay its debts generally as they become and when due, or if Tenant's interest in this Lease (2) an involuntary case is attached, seized or made subject to any other judicial seizure commenced against Licensee and such seizure or attachment the petition is not discharged controverted within ninety (90) 10 business 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 is not dismissed within 60 days, after commencement of the case, (3) a custodian is appointed for, or dissolutiontakes charge of, or, in any manner, permits the sale all or divestiture of substantially all of its assets; the property of Licensee, (vii4) if Licensee is adjudicated insolvent or bankrupt, or (5) Licensee makes a Change of Control occurs or the estate 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 general assignment for the lawful operation benefit 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagecreditors.

Default. Upon the occurrence of any one or more 18.1 With respect to all payments required to be made by FRONTIER hereunder, including, without limitation, payment of the following events ("Event of Default")IRU Fee and all other amounts payable by FRONTIER hereunder, Landlord in the event FRONTIER shall have fail to make a payment by the right to exercise any rights or remedies available in this Leasedate due and payable hereunder, at law or in equity. Events of Default shall be: from and after such date, (i) Tenant's 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 bona fide dispute, then QWEST may, in its sole and absolute discretion and in addition to its other rights and remedies hereunder, after ten (10) days prior written notice to FRONTIER and the failure of FRONTIER to pay when due such amount within such ten-day period, terminate any regularly scheduled 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 Rent, or any other sum amounts then or thereafter payable by FRONTIER hereunder. With respect to all of money payable hereunder (whether as additional Rent or otherwise) its other obligations hereunder, in the event FRONTIER shall fail to perform a non-payment obligation and such failure is not cured within five (5) days (or such earlier shall continue for a period as set forth in this Paragraph 21(a)); (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 five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt QWEST shall have given FRONTIER written notice of Notice thereofsuch failure, orFRONTIER 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 (30) days; provided, if however, that where ----------------- such default failure cannot reasonably be remedied cured within such 30-day period, Tenant does not within thirty (30) days after Notice thereof commence if FRONTIER shall proceed promptly to cure the same and prosecute such act or acts cure with due diligence, the time for curing such failure shall be extended for such period of time as shall may be necessary to remedy the default and shall not thereafter diligently complete such act or acts 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 a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty fifteen (18015) days after Notice thereof; of receipt of such notice from FRONTIER. FRONTIER shall be in default hereunder (ivi) if Tenant automatically upon the making by FRONTIER 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 Frontier Corporation 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 petition or appointment, or if Tenant or its Parent makes an general assignment for the benefit of creditors its creditors, the filing by FRONTIER or shall admit Frontier Corporation of a voluntary petition in writing its inability to pay its debts generally as they become duebankruptcy or the filing by FRONTIER or Frontier Corporation of any petition or answer seeking, consenting to, or acquiescing 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 Tenant's interest any, provided with respect thereto under the Guaranty. Except as otherwise provided in this Lease is attachedSection 18.1, seized or made 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 judicial seizure provision of this Agreement, QWEST acknowledges and such seizure agrees that QWEST shall have no right to terminate the IRU or attachment is not discharged within ninety (90) days;any of the rights and interests of FRONTIER hereunder with respect to any Segment for which the IRU Fee relating thereto has been fully paid. (va) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant With respect to its obligation hereunder; (vi) if Tenant to complete the construction, 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 event or its Parent occurrence that 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 reasonably likely to cause a Change of Control occurs or the estate or interest of Tenant delay in the Leased Property or any material part thereof is voluntarily or involuntarily transferreddelivery of a Segment hereunder, 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 any force majeure event or partial other occurrence described in Article XX or complete Condemnation; otherwise, can be terminated, resolved or avoided, and to cause the construction, installation and delivery of the Segment to be completed in the most expeditious and practical manner feasible under the circumstances. Accordingly, within three (x3) if Tenant fails months following its discovery of an event or occurrence that QWEST reasonably believes is likely to pay for money borrowed cause (i) an extension of the Estimated Delivery Date of one hundred twenty (120) days or more pursuant to Article XX or (ii) a Delivery Default (as defined pursuant to Section 18.2(d) below), QWEST shall give written notice to FRONTIER of such event or occurrence. Thereupon, each of QWEST and FRONTIER (i) will designate a senior executive officer with decision-making authority and familiarity with this Agreement and the relevant issue hereunder, and (ii) may designate one technical representative and one financial representative, to participate in the following resolution efforts. Each of such 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 affected Segment, the reason or reasons for the deferred purchase price of any material property anticipated Estimated Delivery Date extension or services (excluding trade accounts payable in Delivery Default, various possible and practical means by which the ordinary course of business on customary trade termsevent(s) or any guaranty relating thereto whichoccurrence(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 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 aggregatecircumstances. The parties acknowledge and agree that, exceeds Two Hundred Fifty Thousand Dollars ($250,000)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 same be declared resolution of any matters so acted upon will require the cooperative efforts of, and have to be or become due and payable prior structured, to the stated maturity thereof extent feasible, in an effort to meet the needs of all such participants. The parties hereto further acknowledge 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% agree that no failure of the outstanding ownership interests parties hereto to resolve, or to agree upon a manner in Tenantwhich they might resolve, which would, in Landlord's sole but reasonable determinationany issue addressed hereunder shall impair, adversely affect or invalidate any of their respective rights, claims or remedies under this Agreement. (b) If, notwithstanding the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions efforts of the Code. Notwithstanding 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 terminated, avoided or resolved by the foregoingdate that is twelve (12) months following QWEST's discovery of such event or occurrence, 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 provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgage.and

Default. Upon the occurrence of If any one or more of the following events ("Event shall occur, same shall be an event of Default"), Landlord shall have the right to exercise any rights or remedies available in default under this Lease, at law or in equity. Events of Default shall be: (i1) TenantTenant shall voluntarily abandon the Premises or discontinue its operations on the Premises for a period of thirty (30) consecutive calendar days, other than as a result of casualty, condemnation or acts of force majeure; or (2) Any lien, claim or other encumbrance which is filed against Landlord's fee simple title to the Premises or the Improvements or both (other than that created by or through Landlord) is not removed, or if Landlord is not adequately secured by bond or otherwise with respect to any lien against the fee simple title of the Premises (other than that created by or through Landlord), within thirty (30) calendar days after Tenant has received notice thereof, or (3) Tenant shall fail to pay the Rent when due to Landlord and Tenant shall continue in its failure to pay make any such payments for a period of ten (10) calendar days after written notice is given to make such payments; or (4) Tenant shall fail to make any other payment required hereunder when due to Landlord and shall continue in its failure to make any regularly scheduled payment such other payments required hereunder for a period of Rent, or any other sum of money payable hereunder ten (whether as additional Rent or otherwise10) and calendar days after written notice is given to make such failure is not cured within five payments; or (5) days (or such earlier period as Tenant shall fail to keep, perform and observe each and every non- monetary promise, covenant and term set forth in this Paragraph 21(a)); Lease on its part to be kept, performed or observed within thirty (ii30) 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 five (5) calendar days after receipt of Notice thereof from Landlord;written notice of default thereunder (except where fulfillment of its obligation requires activity over a greater period of time and Tenant shall have commenced to perform whatever may be required for fulfillment within thirty (30) calendar days after receipt of notice and continues such performance without material interruption); or (iii6) Tenant's failure To the extent permitted by law, if Tenant makes an assignment for the benefit of creditors; or (7) To the extent permitted by law, if Tenant files a voluntary petition under Title 11 of the United States Code (the "Bankruptcy Code") or if such petition is filed against Tenant and an order for relief is entered and not dismissed within sixty (60) days or if Tenant files any petition or answer seeking, consenting to perform or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the Bankruptcy Code or any other present or future applicable federal, state or other statute or law; or (8) To the extent permitted by law, if within sixty (60) days after the commencement of any proceeding against Tenant seeking to have an order for relief entered against its as debtor or to adjudicate it a bankrupt or insolvent, or seeking any reorganization, arrangement, composition, readjustment or adjustment, winding-up, liquidation, dissolution or similar relief under the Bankruptcy Code or any other present or future applicable federal, state or other statute or law of any jurisdiction, domestic or foreign, such proceeding is not dismissed, or if, within sixty (60) days after the appointment, without the consent or acquiescence of Tenant, of any trustee, receiver, custodian, assignee, sequestrator or liquidator of Tenant, or of all of any of the termsPremises or any interest of Tenant therein, covenants such appointment is not vacated or conditions contained in this Lease if not remedied stayed on appeal or otherwise, or if, within thirty (30) days after receipt of 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 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 petition or appointment, or if Tenant or its Parent 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 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 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 expiration of any licensesuch stay, 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) appointment 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 lapsednot vacated; or (xi9) if any Person acquires Any revocation of the tax exempt status of Tenant or suspension thereof for 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 given 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 one hundred twenty (or lack thereof120) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagedays.

Default. Upon the occurrence of If any one or more of the following events ("Event Events of Default"), Landlord ) shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall beoccur: (ia) Tenant's failure to pay when due Any representation or warranty made by the Borrower herein or in any regularly scheduled payment of Rentother Loan Document, or in any other sum of money payable certificate or report furnished by the Borrower hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth thereunder, shall prove to have been incorrect in this Paragraph 21(a))any material respect when made; (iib) Tenant's failure to pay when Payment of any principal or interest due under any other payment of Rent, Note shall not be made on 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 Landlordbefore the date due; (iiic) Tenant's failure A final judgment or settlement for in excess of $2,000,000 shall be rendered against or agreed to perform by the Borrower or any other of its Subsidiaries for the payment of money that, after deducting the amount of any insurance proceeds paid or payable to or on behalf of the termsBorrower or its Subsidiary in connection with such judgment or settlement, covenants or conditions contained as the case may be, is in this Lease if not remedied within excess of $2,000,000, and such judgment shall remain undischarged for a period of thirty (30) days, during which period execution shall not effectively be stayed, or such settlement shall remain unpaid for a period of thirty days after receipt the agreed payment date unless such delay has been agreed to by the other party. If a dispute exists with respect to the liability of Notice thereofany insurance underwriter under any insurance policy of the Borrower or its Subsidiary, 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 no deduction under this subsection shall be necessary to remedy made for the default and shall not thereafter diligently complete insurance proceeds that are the subject of 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 thereofdispute; (ivd) if Tenant The Borrower or its Parent becomes bankrupt any Subsidiary shall (1) voluntarily terminate operations or insolventapply for or consent to the appointment of, or files any debtor proceedingsthe 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 files pursuant be generally unable, to any statute pay its debts as the debts become due, (3) make 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 petition or appointment, or if Tenant or its Parent makes an general assignment for the benefit of creditors its creditors, (4) commence a voluntary case under the Federal Bankruptcy Code (as now or shall admit hereafter in effect), (5) file a petition 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 its inability to pay its debts generally as they become dueto, any petition filed against it in an involuntary case under the Federal Bankruptcy Code or if Tenant's interest in this Lease is attached, seized applicable state bankruptcy laws or made subject to (7) take any other judicial seizure and such seizure or attachment is not discharged within ninety (90) dayscorporate action for the purpose of effecting any of the foregoing; (ve) Without its application, approval or consent, a proceeding shall be commenced, 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 Tenant's fails the 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 commenced to provide insurance coverage (enforce, execute or allows such coverage to be canceled realize upon any lien, encumbrance, attachment, trustee process, mortgage or lapse) pursuant to its obligation hereundersecurity interest for payment of an amount in excess of $250,000 against the Borrower or any Subsidiary; (vig) if Tenant Default shall be made in the due observance or its Parent is liquidated performance of any covenant or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assetsagreement under Article VII; (viih) if a Change of Control occurs or the estate or interest of Tenant Default shall be made in the Leased Property due observance or performance of any material part thereof is voluntarily covenant or involuntarily transferred, assigned, conveyed, levied upon agreement contained herein (and not constituting an Event of Default under any other clause in this Article VIII) or attached in any proceeding other Loan Document or in violation of any other agreement between any Lender and the terms of this Lease, unless Tenant is contesting Borrower evidencing or securing borrowed monies and such lien or attachment in good faith in accordance with Paragraph 26 hereofdefault shall continue and shall not have been remedied within thirty days after the date on which such default occurred; (viiii) if there has been a final unappealable determination by There shall occur 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 default under any other circumstances under which Tenant instrument or is required to cease agreement evidencing any indebtedness for money borrowed in excess of $100,000 by the Borrower or any of 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 PropertySubsidiaries; (ixj) if Tenant voluntarily ceases operation The transfer by John ▇. ▇▇▇▇▇▇▇▇ ▇▇▇/or his Affiliates of securities of the Leased Property for its Intended Use, except Borrower or the voting power related to such securities as a result of Casualty which the power to elect, appoint or partial cause the election or complete Condemnationappointment 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; (xk) if Tenant fails to pay for money borrowed or for the deferred purchase price of There shall occur any material property or services (excluding trade accounts payable adverse change in the ordinary course financial condition of business on customary trade termsthe Borrower; (l) There shall occur any Event of Default under either of the Existing Loan Agreements; then, and in any such event and at any time thereafter, if such Event of Default or any guaranty relating thereto whichother Event of Default shall have not been waived, in any or all of the aggregatefollowing actions may be taken: (i) the Agent (A) with the consent of the Required Lenders, exceeds Two Hundred Fifty Thousand Dollars may, and at the direction of the Required Lenders shall, declare any obligation of the Lenders to make further Advances terminated, whereupon the obligation of each Lender to make further Advances hereunder shall terminate immediately, and ($250,000)B) the Agent shall at the direction of the Required Lenders, at their option, declare by notice to the Borrower any or all of the Obligations to be immediately due and payable, and the same be declared to be or become due same, including all interest accrued thereon and payable prior all other obligations of the Borrower to the stated maturity thereof Agent and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto the Lenders, 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgage.forthwith become immediately due and

Default. Upon (a) Notwithstanding anything to the contrary contained in this Agreement, the occurrence of any one or more of the following events shall constitute a default under, and a breach of, this Agreement ("Event of a “Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be:”): (i) Tenant's any failure to pay make a Quarterly Payment, a 4Q Payment, a Cash True-Up Payment or Accrued Amount when due and payable (except any regularly scheduled payment of Rent, such amount subject to a Financial Covenant Deferral or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)a Default Deferral); (ii) Tenant's failure to pay when due any other payment material breach of Rentthis Agreement that is not curable or, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure if curable, 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 conditions contained in this Lease if not remedied 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 receipt giving effect to any applicable grace period) under any Material Indebtedness; or (iv) any default in the performance of Notice thereofany agreement or condition contained in the Principal Credit Agreement, oror any other event or condition, the effect of which default or other 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 canto 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 Default Date, and during such sixty (60) calendar day and thirty (30) calendar day periods, the relevant creditors under the Principal Credit Agreement have not reasonably waived such default and (B) in the case of clauses (i), (ii) and (iii) above, any such Default shall be remedied within such period, Tenant does not within deemed to have occurred only if thirty (30) days after have passed since Payee provides a Payment Default Notice thereof commence such act or acts as shall be necessary to remedy the default Senior Agent (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 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 each Financial Representative 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 petition or appointment, or if Tenant or its Parent 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 if Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure and such seizure Senior Indebtedness having commitments 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 dissolvedoutstanding principal amount of at least $25,000,000, 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 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 as converted into Euros in accordance with Paragraph 26 hereof;Section 2.6(d)) and during such thirty (30) calendar day period, Payee has not waived such default. (viiib) if there has been a final unappealable determination by Promptly, and in any Government Agency of the revocation or limitation event within five (5) Business Days, upon obtaining knowledge of any licenseDefault, permit, certification or approval required for the lawful operation Payor shall deliver notice of the Facility such Default to Payee in accordance with its Intended Use or Section 4.9, specifying 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 nature of such loss Default and what actions Payor has taken, is taking 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 proposes 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 take 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagethereto.

Default. Upon the The occurrence of any one or more of the following events ("shall constitute an Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be:hereunder. (iA) Tenant's failure Seller fails to pay any amount owed to Buyer as and when due due; (B) There shall be commenced by or against Seller any regularly scheduled payment of Rentvoluntary or involuntary case under the United States Bankruptcy Code, or any other sum assignment for the benefit of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rentcreditors, 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; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of 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 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 custodian 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 petition or appointment, or if Tenant or its Parent 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 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; (viiC) if a Change Seller shall become insolvent in that its debts are greater than the fair value of Control occurs its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the estate like is issued against or interest attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of Tenant being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Leased Property Obligations of Seller to Buyer under this Agreement, or any material part thereof is voluntarily provision of any such guaranty shall for any reason cease to be valid or involuntarily transferredenforceable or any such guaranty shall be repudiated or terminated, assigned, conveyed, levied upon including by operation of law; (H) A default or attached in event of default shall occur under any proceeding in violation agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagesuch subordination agreement.

Default. Upon (a) Participant has specifically induced FINRA to enter into this Agreement based on the occurrence representations and undertakings of any 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 this Section 10 if FINRA shall determine, in its sole discretion, that one or more of the following events ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law conditions occurs or in equity. Events of Default shall beis continuing: (i) Tenant's failure Participant fails to pay when any amounts due any regularly scheduled payment of 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 (or such earlier period as set forth in FINRA under this Paragraph 21(a)); (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 five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied Agreement within thirty (30) days after receipt the applicable due date for such amounts specified in this Agreement; (ii) Any representation, warranty or certification, which is material to FINRA for regulatory, commercial or 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 Notice thereofthe time made or furnished; (iii) Participant defaults in the performance of any of its obligations or covenants under this Agreement, oror any representation, warranty or certification described in clause (ii) above becomes false or misleading, and such default, falsity or misstatement (if such default cannot reasonably be remedied within such period, Tenant does not within thirty curable) continues without remedy for a period of fifteen (3015) days after Notice thereof commence such act or acts as shall be necessary FINRA provides notice to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable timeParticipant thereof, provided, however, that if such default, falsity or misstatement cannot be remedied by Participant in no event shall such cure period extend beyond one hundred eighty good faith and with due diligence within fifteen (18015) days after Notice thereofand the failure to so remedy within fifteen (15) days does not cause FINRA to be in violation of applicable law or regulations or to otherwise materially injure FINRA, then an event or condition of default under this clause will not be considered to exist or have occurred for so long as Participant commences such actions as are necessary to remedy such default, falsity or misstatement within such fifteen (15) day period and thereafter diligently pursues such actions to remedy such default, falsity or misstatement; (iv) if Tenant Participant proceeds with a proposed action in default of its obligations or its Parent becomes bankrupt or insolventcovenants under this Agreement, or files in breach of any debtor proceedingsrepresentation, warranty or files pursuant certification, that is material to any statute FINRA for regulatory, commercial or other reasons, made by Participant in connection herewith, after FINRA has provided notice to Participant that such proposed action would constitute 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 petition or appointment, or if Tenant or its Parent 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 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 default 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 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgage.

Default. Upon 17.1 The Tenant covenants with the occurrence of Landlord that if the Tenant violates or neglects any one covenant, agreement or more stipulation herein contained on its part to be kept, performed or observed and any such default on the part of the following events ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure to pay when due any regularly scheduled payment of 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 (or such earlier period as set forth in this Paragraph 21(a)); (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 five (5) Tenant continues for 15 days after receipt of Notice written notice thereof from Landlord; to the Tenant by the Landlord (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereof, or, provided that if such default cannot reasonably be remedied within such period15 days, then the Tenant does shall not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary in default if the Tenant commences to remedy the default within such 15-day period and shall not thereafter diligently complete such act or acts within a proceeds with all reasonable timediligence), provided, however, in no event shall such cure 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 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 foregoing 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 filed against at any time seized or taken in execution or attachment by any creditor of the Tenant or its Parent, shall not have been set aside within ninety (90) days from if the date of such petition or appointment, or if Tenant or its Parent Landlord makes an any assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, becomes bankrupt or if Tenant's interest in this Lease is attached, seized insolvent 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 takes the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate 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 benefit of any licensebankruptcy or insolvency legislation, permit, certification or approval required the then current month’s Rent together with the Rent accruing 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 next three months will immediately become due 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)payable, and the Term or any renewal thereof will at the option of the Landlord become forfeit and void, and it is lawful for the Landlord at any time thereafter to re-enter into or upon the Premises or any part thereof in the name of the whole and the same be declared to be or become due have again, repossess and payable prior enjoy as of its former estate, notwithstanding anything herein contained to the stated maturity thereof contrary and all applicable notices with respect thereto have been given and all applicable grace neither this Lease nor any interests therein nor any estate hereby created will pass or cure periods with respect thereto shall have lapsed; or (xi) if enure to the benefit of any Person acquires more than 9.8% of the outstanding ownership interests trustee in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status bankruptcy or treatment of Landlord any receiver 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 given to trigger an event of default thereunder assignee for the same obligation as described above and provided such obligation is a concurrent obligation benefit of Tenant hereunder, then the provisions for notice (creditors or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations otherwise by operation of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagelaw.

Default. Upon the The occurrence of any one or more of the following events ("shall constitute an “Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be” as such term is used herein: (i) Tenant's failure to pay when due any regularly scheduled a. A default in the payment of 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 (or such earlier period as set forth in amount due under this Paragraph 21(a))Note on the due date therefor; (ii) Tenant's failure b. Failure of Debtor to pay comply with or to perform when due any other payment term, obligation, covenant or condition contained in this Note or in any of Rentthe 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 sum of money payable hereunder obligor, guarantor, surety or third-party pledgor with respect to the Debt Obligation (whether as additional Rent each, an “Other Obligor”) in the Debt Obligation Documents or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlordany other instrument now or hereafter evidencing, securing or in any manner relating to the Debt Obligation proves untrue in any material respect; (iii) Tenant's failure to perform d. A default by any other Other Obligor under any of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of 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 thereofDebt Obligation Documents; (iv) if Tenant e. Debtor shall become insolvent or shall generally not pay its Parent becomes bankrupt debts as they mature or insolventshall apply for, shall consent to, or files any debtor proceedings, or files pursuant to any statute a petition shall acquiesce in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a custodian, trustee or receiver of Debtor, or trustee for all or substantially all of its assets, and such petition or appointment or if any a substantial part of the foregoing are filed against Tenant property thereof or, in the absence of such application, consent or its Parentacquiescence, a custodian, trustee or receiver shall be appointed for Debtor or for a substantial part of the property thereof and shall not have been set aside be discharged within ninety (90) days from the date of such petition 60 days; or appointment, or if Tenant or its Parent Debtor makes an assignment for the benefit of creditors creditors; f. Any bankruptcy, reorganization, debt arrangement or other proceedings under any bankruptcy or insolvency 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 admit in writing its inability to pay its debts generally as they become dueremain undismissed for 60 days, or if Tenant's interest an order for relief shall have been entered against Debtor, or Debtor shall take any action to approve institution of, or acquiescence in, such a proceeding; g. Any of the events set forth in this Lease is attached, seized the foregoing subsections e. or made subject f. shall occur with respect 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 dissolvedOther Obligor. Upon the occurrence of an Event of Default, 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 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 option of such loss Creditor, the entire balance of principal together with all accrued interest thereon shall, without demand 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 Usenotice, 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 immediately become due and payable prior to and so long as such Event of Default continues, the stated maturity thereof 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 all applicable notices with respect thereto rights and remedies it may 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 Debt Obligation Documents, and under 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 given to trigger an event of default thereunder for the same obligation as described above law and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagein equity.

Default. Upon Debtor shall be in default under this Agreement upon the occurrence happening of any one or more of the following events ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall beconditions: (ia) Tenant's failure to pay when due any regularly scheduled Debtor defaults in the payment of Rent, principal or any other sum of money interest on the Promissory Note when and as the same shall become due and payable hereunder (whether as additional Rent by acceleration thereof or otherwise; (b) Debtor defaults in the performance or observance of any of the covenants and agreements contained in the Promissory Note (other than those relating to payment) and such failure is not cured within same shall remain unremedied for a period ending on the first to occur of five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (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 five (5) business days after receipt Debtor shall receive written notice of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default from Secured Party, unless such cure cannot reasonably be remedied completed within such said period, Tenant does then if a remedy is not commenced within said time period and diligently and continuously prosecuted to completion within thirty (3060) days after Notice thereof commence such act or acts as shall be necessary to remedy following 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 thereofdefault; (ivc) 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 petition or appointment, or if Tenant or its Parent Debtor makes an assignment for the benefit of creditors or shall admit 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 if Tenant's interest in this Lease decree is attached, seized entered adjudicating Debtor bankrupt or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) daysinsolvent; (vd) if Tenant's fails Debtor petitions or applies to provide insurance coverage (any tribunal for the appointment of a trustee, receiver or allows such coverage to be canceled liquidator of Debtor, or lapse) pursuant to its obligation hereunderof any substantial part of the assets of or any proceedings for the voluntary liquidation and dissolution of Debtor under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect; (vie) if Tenant any such petition or its Parent application is liquidated or dissolvedfiled, or begins any such proceedings toward are commenced, against Debtor and Debtor by any act indicates its approval thereof, consent thereto or acquiescence therein, or any order, judgment or decree is entered appointing any such liquidation trustee, receiver or dissolutionliquidator, or, or approving the petition in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate 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 proceedings and such event order, judgment or failure has a material adverse affect on the use or operation of the Leased Property; decree remains unstayed and in effect for more than thirty (ix30) 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 lapseddays; or (xif) if any Person acquires order, judgment or decree is entered in any proceeding against Debtor decreeing the dissolution of Debtor and such order, judgment or decree remains unstayed and in effect for 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 given 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 thirty (or lack thereof30) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagedays.

Default. Upon Should the occurrence of Subcontractor at any one time refuse or more neglect to supply sufficient skilled workmen and equipment or materials of the following events ("Event of Default")proper quality, Landlord shall have as required by the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure to pay when due any regularly scheduled payment of RentContractor, or any other sum fail to make prompt payment for materials, labor or equipment furnished and supplied in and about the performance of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rentthe Subcontract Work, 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; (iii) Tenant's failure fail, when required, agreeably to perform any other the terms hereof, to submit to the Contractor satisfactory evidence of the termspayment by the Subcontractor of all indebtedness incurred for material, covenants or conditions contained labor and equipment included in this Lease if not remedied within thirty (30) days after receipt of 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 any previous monthly statement rendered in conformity with 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 Tenant or its Parent becomes bankrupt or insolventstipulations hereof, or files any debtor proceedings, fail to proceed with the work as directed or files pursuant to any statute a petition otherwise fail in bankruptcy or insolvency or for reorganization, or files a petition for the appointment performance 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 petition or appointmentagreement herein contained, or if Tenant in the event the Subcontractor shall be adjudged a bankrupt, or its Parent makes an make a general assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become duecreditors, or if Tenant's interest in this Lease is attacheda Receiver be appointed on the account of the insolvency of the Subcontractor, seized or made subject the Contractor shall be at liberty, without prejudice to any other judicial seizure and such seizure or attachment is not discharged within ninety right after, forty eight (9048) days; (v) if Tenant's fails hours written notice to the Subcontractor either to provide insurance coverage (any such labor, materials or allows such coverage to be canceled equipment and deduct the cost thereof from any payments then or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolvedthereafter due the Subcontractor, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits to terminate the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate 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 employment of the terms Subcontractor for the said Subcontract Work and to enter upon the premises and take possession, for the purpose of completing the Subcontract Work, of all materials, tools and appliances thereon and to employ any other person or persons to finish the Subcontract Work and to provide the materials therefore, and in case of such discontinuance of the employment of the Subcontractor, the Subcontractor shall not be entitled to receive any further payment under this Lease, unless Tenant is contesting such lien or attachment in good faith Subcontract until the said work under the Principal Contract shall be wholly finished and accepted in accordance with Paragraph 26 hereof; (viii) the Principal Contract, at which time, if there has been a final unappealable determination by any Government Agency the unpaid balance of the revocation amount to be paid under the Subcontract shall exceed the expense incurred by the Contractor in finishing the Subcontract Work, such excess shall be paid by the Contractor to the Subcontractor, but if such expense shall exceed such unpaid balance, the Subcontractor shall pay the difference to the Contractor. Once the Contractor has given the said forty‐eight (48) hours notice, whether or limitation of any licensenot the Subcontractor corrects its failure or cures its default, permit, certification or approval required it shall not be necessary for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of Contractor to issue 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 subsequent written 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 given 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 or other failures or defaults in order to effectuate the provisions for notice (or lack thereof) and cure Contractor’s rights under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagethis Article XII.

Default. Upon the occurrence of any one or more Each and every of the following events ("Event will constitute default of Default"), Landlord shall have the right to exercise any rights or remedies available this agreement and result in this Lease, at law or in equity. Events of Default shall beits automatic termination: (i) Tenant's failure a. Failure to pay rent when due any regularly scheduled payment of Rentdue, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such the failure is not cured within five (5) days (or after written notice of such earlier period as set forth in this Paragraph 21(a));failure has been given to Lessee by the Board; or (ii) Tenant's failure b. Failure to pay when due perform any other payment terms or conditions of Rentthis Lease which are the responsibility of Lessee, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and if such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's 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 perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of 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 cure the default as soon as feasible and shall not thereafter diligently complete such act be considered in default; or c. Vacating or acts within a reasonable time, provided, however, abandoning the Premises in no event shall such cure period extend beyond one hundred eighty excess of five (1805) days after Notice thereof; (iv) if Tenant without previously notifying the Board in writing; except that a temporary closing for remodeling or its Parent becomes bankrupt or insolventrepairs, or files any debtor proceedingsfor a holiday shall not be deemed vacation or abandonment; or d. Adjudgement as a bankrupt, or files pursuant to any statute a decree or order, approving as properly filed, a petition in bankruptcy or insolvency answer asking reorganization of the Lessee under Federal Bankruptcy Laws as now or for reorganizationhereafter amended, or files a petition for under the appointment laws of a receiver or trustee for all or substantially all the State of its assetsWisconsin, shall be entered, and any such petition decree, judgment or appointment or if any of the foregoing are filed against Tenant or its Parent, order shall not have been vacated, stayed or set aside within ninety fifteen (9015) days from the date of such the entry or granting thereof; or e. Filing or admitting the jurisdiction of the court and the material allegations contained in, any petition or appointmentin bankruptcy, or if Tenant 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 Parent makes an assignment 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 creditors or shall admit in writing its inability to pay its debts generally as they become due, application for 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 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 consent 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 lapsedappointment of a receiver for Lessee; or (xi) if any Person acquires more than 9.8% g. An assignment, transfer, conveyance or other disposition of its interest in the Premises without the express written consent of the outstanding ownership interests Board; or h. Violation of Article 11, Environmental Pollutants. Additionally, after having obtained permission from a court of competent jurisdiction, the Board may re-enter the Leased Premises, remove all persons and property there from, and store such property in Tenant, which would, in Landlord's a public warehouse at the 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 cost of the Code. Notwithstanding the foregoingLessee, if without becoming liable for any applicable Facility Mortgage provides loss or damage, except for a shorter cure loss of damage resulting from willful 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 provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms negligent acts of the Facility MortgageBoard, its employees or agents, and such re-entry will not release the Lessee from liability hereunder.

Default. Upon A party shall be deemed to be in default of this Agreement only upon the occurrence expiration of any one or more of the following events ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure to pay when due any regularly scheduled payment of 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 (or such earlier period as set forth in this Paragraph 21(a)); (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 five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after (ten (10) days in the event of failure to pay money) from receipt of Notice thereofwritten notice from the other party specifying the particulars in which such party has failed to perform the obligations of this Agreement unless such party, or, if such default cannot reasonably be remedied within such period, Tenant does not within prior to the expiration of said thirty (30) days after Notice thereof commence (ten (10) days in the event of failure to pay money), has rectified the particulars specified in said notice of default. However, such act 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 acts 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 necessary returned by Licensor to remedy the default and shall not thereafter diligently complete such act or acts Licensee within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty ten (18010) 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 petition 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 in the performance of any of the terms, covenants, conditions and agreements contained herein as to any Store or appointmentStores, Licensor may terminate this Agreement as to any such Store or Stores, or if Tenant as to all Stores, upon ten (10) days prior written notice to Licensee, re-enter the Licensed Premises, either with or its Parent makes an assignment for without process or law, expel and remove from the benefit Licensed Premises all of creditors or shall admit in writing its inability to pay its debts generally as they become dueLicensee's personal property (including, or if Tenant's interest in this Lease is attachedwithout limitation, seized or made subject the Machines), and repossess and enjoy the Licensed Premises without prejudice to any other judicial seizure and such seizure rights 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 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 remedies provided 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagelaw.

Default. Upon It is expressly understood and agreed that if the occurrence of any one or more of the following events ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure to pay when due any regularly scheduled payment of Rentrents above, or any other sum part thereof, shall be in arrears, or if default shall be made in any of money payable hereunder the covenants of agreements herein contained to be kept by Tenant, Landlord may, at Landlord’s election, give Tenant ten (whether as additional Rent or otherwise) and such failure is not cured within five (510) days written notice of Landlord’s intent to terminate said Lease; provided however, that during said ten (or such earlier period 10) day period, Tenant may correct defaults as set forth in said notice and avoid forfeiture thereof. Upon termination of this Paragraph 21(a)); Lease pursuant to the preceding paragraph, Tenant shall peacefully surrender the premises to Landlord, and Landlord may upon such termination or at any time after such termination, without further notice, rent the Premises. If Tenant fails to peacefully surrender the Premises, the Landlord may repossess it by force, summary proceedings, ejectment, or otherwise and may dispossess Tenant and remove Tenant and all other persons and property from the Premises. At any time after such termination, Landlord may relet the Premises or any part thereof in the name of Landlord or otherwise for such term (iiwhich may be greater or lesser than the period which would otherwise have constituted the balance of the term of this Lease) Tenant's 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 pay when due any other payment of Rent, relet the Premises or any other sum of money payable hereunder (whether as additional Rent part thereof or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's for any failure to perform collect any other rent due upon such reletting. No such termination of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt shall relieve Tenant of 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 Tenant’s liability 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 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 assetsobligations under this Lease, and such petition liability and obligations shall survive any such termination. In the event of any such termination, whether or appointment not the Premises or if any of the foregoing are filed against Tenant or its Parent, part thereof shall not have been set aside within ninety (90) days from relet, Tenant shall pay to Landlord the date of such petition or appointment, or if Tenant or its Parent 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 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 rent required to be canceled or lapse) pursuant paid up by Tenant up 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 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 termination, and thereafter, Tenant, until the end of what would have been the term of this Lease in the absence of such event or failure has a material adverse affect on the use or operation of the Leased Propertytermination shall be liable to Landlord for, and shall pay to Landlord as and for liquidated and agreed damages for Tenant’s default; (ixA) if Tenant voluntarily ceases operation The equivalent of the Leased Property for its Intended Useamount of rent which would be payable under this Lease by Tenant if this Lease were still in full force and effect, except as a result of Casualty or partial or complete Condemnation;Less (xB) if Tenant fails to pay for money borrowed or for the deferred purchase price The net proceeds 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 reletting effected pursuant 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 foregoingpreceding subparagraph, if any applicable Facility Mortgage provides after deducting all of Landlord’s reasonable expenses in connection with such reletting, including, but not limited to, all repossession costs, brokerage commissions, legal expenses, attorneys’ fees, alteration costs and expenses of preparation 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 provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagereletting.

Default. Upon the occurrence of any one or more of the The following events (shall constitute an "Event of Default")" under the terms of this Lease: If the Tenant shall fail to timely pay, Landlord shall have the right to exercise when due, any rights rent or remedies available in other sums due under this Lease, at law and any such rent or in equity. Events of Default other sums shall be: (i) Tenant's failure to pay when due any regularly scheduled payment of 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 (or such earlier period as set forth in this Paragraph 21(a)); (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 remain unpaid for five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure the same becomes due; If the Tenant shall fail to observe or perform any other of the termscovenants, covenants terms or conditions contained 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 true and correct, or if at any time any statement or representation made by the Tenant is not remedied true and correct, and such representation, statement, report or 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 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 relief is not dismissed within thirty (30) days of being filed or commenced; If a notice of lien, levy or assessment is filed of record with respect to all or any part of the property of the Tenant by the United States, or 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 receipt the filing against it of Notice thereofany involuntary proceedings under the Federal Bankruptcy Code or similar law, orstate or federal, if now or hereafter in effect, the Tenant shall fail to have such default cannot reasonably be remedied within such periodproceeding vacated; If the Tenant shall fail to vacate, Tenant does not within thirty (30) days after Notice thereof commence such act following the entry thereof, any order appointing a receiver, trustee or acts as liquidator for it or all or a major part of its property, either on or off the Premises; If the Tenant shall be necessary to remedy adjudicated as bankrupt; If the default and Tenant 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 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 petition or appointment, or if Tenant or its Parent makes make an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become duedue or shall consent to the appointment of a receiver or trustee or liquidator of all or the major part of its property, or the Premises; If the Tenant shall die, or shall be judicially 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 same shall constitute an Assignment pursuant to Section 13 hereof to which the Landlord gives consent; If the Tenant shall sell, convey, transfer or assign all or a major portion of its inventory, 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 Tenant's rights, title, or interest in the Premises or this Lease is attachedLease, 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 unless with the consent of Landlord in accordance with Section 13 hereof; If the Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits abandons the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or Premises before the estate 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 end of the terms Term; If the Tenant shall, at any time during the Term of this Lease, unless Tenant is contesting such lien or attachment fail to carry in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by full force and effect any Government Agency of the revocation or limitation insurance coverage required by Paragraph 20 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagethis Lease.

Default. Upon the The occurrence of any one or more of the following events shall constitute a default by Lessee hereunder ("“Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be:”): (ia) Tenant's failure Lessee shall fail to pay when due any regularly scheduled payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five continues unremedied for a period of ten (510) days (or such earlier period as set forth in this Paragraph 21(a))days; (iib) Tenant's failure Except for defaults covered by Paragraph (a) above, Lessee shall fail to pay when due perform or observe any other payment of Rentcovenant, condition or any other sum of money payable agreement to be performed or observed by it hereunder (whether as additional Rent or otherwise) and such failure is not cured within five continues unremedied for fifteen (515) days after receipt of Notice written notice thereof from Landlordto Lessee by Lessor; (iiic) Tenant's failure Lessee shall have made any representation or warranty herein, or in any document or certificate executed by Lessee incident herein, which is found to perform have been false in any other of material respect at the terms, covenants time such representation or conditions contained in this Lease if not remedied within thirty (30) days after receipt of 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 thereofwarranty was made; (ivd) if Tenant or its Parent becomes bankrupt or insolventLessee shall cease doing business as a going concern, 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 petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors or shall admit creditor, admits in writing its inability to pay its debts generally as they become due, files a voluntary petition in bankruptcy, is adjudicated a bankrupt or an 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 liquidator of it or of all or any substantial part of its assets or properties, or if Tenant's interest in this Lease is attached, seized it or made subject to its shareholders shall take any other judicial seizure and such seizure action toward its dissolution or attachment is not discharged within ninety (90) daysliquidation; (ve) Within sixty (60) days after the commencement of any proceedings against Lessee seeking reorganization, arrangement, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceedings shall not have been dismissed or set aside, or if Tenant's fails to provide insurance coverage within sixty (60) days after the appointment without Lessee’s consent or allows acquiescence of any trustee, receiver or liquidator of it or of all or any substantial part of its assets and properties, such coverage to appointment shall not be canceled or lapse) pursuant to its obligation hereundervacated; (vif) if Tenant Lessee shall attempt to remove, sell, transfer, encumber, part with possession or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits sublet the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property Equipment 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 UseUnit, 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 lapsedexpressly permitted hereunder; or (xig) 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 Lessee ceases doing business as a real estate investment trust under the applicable provisions going concern or merges with, or a substantial portion of the Code. Notwithstanding the foregoingLessee'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 any applicable Facility Mortgage provides for acceptable to Lessor, fails to fully assume Lessee’s obligations in a shorter cure or grace period, or does not require notice form acceptable to be given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility MortgageLessor.

Default. Upon the The occurrence of any one or more of the following events ("shall constitute an Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall behereunder: (ia) Tenant's failure Seller fails to pay any amount owed to Buyer as and when due due; (b) There shall be commenced by or against Seller any regularly scheduled payment of Rentvoluntary or involuntary case under the United States Bankruptcy Code, or any other sum assignment for the benefit of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rentcreditors, 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; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of 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 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 custodian 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 petition or appointment, or if Tenant or its Parent 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 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; (viic) if a Change Seller shall become insolvent in that its debts are greater than the fair value of Control occurs its assets, or the estate Seller is generally not paying its debts as they become due 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 left with Paragraph 26 hereofunreasonably small capital; (viiid) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any licenseAny involuntary lien, permitgarnishment, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use attachment or the loss like is issued against or limitation of attaches to the Purchased Receivables or 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 Related Property; (ixe) if Tenant voluntarily ceases operation of the Leased Property for its Intended UseSeller shall breach any covenant, except as a result of Casualty agreement, warranty, 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)representation set forth herein, and the same be declared to be or become due and payable prior is not cured (whether pursuant to the stated maturity thereof provisions of Section 6 hereof, if applicable, or otherwise) to Buyer’s satisfaction within 10 days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (f) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all applicable notices with respect thereto have been given renewals and all applicable grace extensions of such debts, obligations and liabilities, or cure periods with respect thereto shall have lapsedany part thereof; or (xig) 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 given to trigger an An event of default thereunder for shall occur under any guaranty executed by any guarantor of 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be made and performed within such time periods so as to comply with the terms repudiated or terminated, including by operation of the Facility Mortgagelaw.

Default. Upon the occurrence of any one or more of the The following events (shall be considered an "Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure Merchant becomes subject to pay when due any regularly scheduled payment of Rentvoluntary or involuntary bankruptcy, insolvency, winding-up, reorganization or liquidation proceeding, a receiver is appointed for Merchant, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (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 five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of 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 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 petition or appointment, or if Tenant or its Parent Merchant makes an assignment for the benefit of creditors creditors, or shall admit in writing admits its inability to pay its debts generally as they become due; or (ii) Merchant fails to pay or reimburse the fees, expenses or if Tenantcharges 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 material deterioration in Merchant'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;financial condition; or (v) any standby letter of credit, if Tenant's fails to provide insurance coverage (or allows such coverage to and as may be canceled or lapse) required pursuant to its obligation hereunder;Section 20, will be cancelled, will not be renewed, or is not in full force and effect; or (vi) if Tenant or its Parent is liquidated or dissolvedMerchant ceases to do business as a going concern, or begins proceedings toward such liquidation there is a change in ownership of Merchant which changes the identity of any person or dissolutionentity having, directly or indirectly, more than 30% of either the legal or beneficial ownership of Merchant; or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or Merchant revokes the estate or interest of Tenant in the Leased Property or Pre-Authorized Debit Agreement. Where this Agreement is terminated, including pursuant to this Section 13, ▇▇▇▇▇▇▇▇ will remain responsible for paying any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of amounts owed to Processor under this Agreement and the terms of this LeaseAgreement will remain in effect for any transactions submitted to Processor through the termination date. Without limiting the generality of the foregoing, unless Tenant 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 an Event of Default, Processor may at any time thereafter terminate this Agreement by giving Merchant written notice thereof. However, except in instances where immediate termination is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination required by any Government Agency Association or if Member Bank and/or Processor reasonably believe that the Event of Default poses material risk to 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 revocation 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 limitation of Merchant for any licensereason 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), permit, certification or approval required Merchant shall be liable to Processor for liquidated damages in an amount equal to 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 average monthly revenue (which does not include interchange and other circumstances under which Tenant or is required Association fees) payable 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 Processor as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or this Agreement for the deferred purchase price three calendar months in which such 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 material property 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 (excluding trade accounts payable rendered by Processor 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 connection with this Agreement. All such amounts shall be declared to be or become due and payable prior by Merchant upon demand. Processor shall also have the option to the stated maturity thereof require Merchant to reacquire all outstanding sales transactions acquired by Processor hereunder. In addition to, 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% not in limitation 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 Processor may refuse to provide the Services in the event it has not require notice to be given to trigger an event of default thereunder been paid for the same obligation Services as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgageherein.

Default. Upon the occurrence of any one or more Any of the following events occurrences or acts will constitute an event of default ("Event herein “Default”) under this Mortgage: (a) failure of Default"), Landlord shall have Mortgagor to make any payment of principal and/or interest within 10 days after the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: date when due under the Note; (ib) Tenant's failure by Mortgagor to pay when any other monetary amounts due any regularly scheduled payment of Rent, under this Mortgage or any other sum loan document within 30 days after the date on which such payment is due and payable; (c) failure of money payable hereunder Mortgagor to fully comply with, observe or perform any of the covenants or provisions of the Note, this Mortgage or any other loan document or any other Transaction Document (whether as additional Rent or otherwisedefined in the Note) and such failure is not cured within five shall continue unremedied for 15 days after written notice thereof to Mortgagor specifying the default; (5d) days (the incorrectness or such earlier period as set forth breach of any representation or warranty made by Mortgagor in the Note, this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, Mortgage or any other sum of money payable hereunder (whether loan document 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 conditions contained in date of this Lease if not remedied within thirty Mortgage and/or while any of the indebtedness is unpaid; (30e) days after receipt the filing by Mortgagor of 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 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 relief under any law relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangement or files a petition for extension, or the appointment institution of a receiver any proceeding under any such law by Mortgagor, or trustee for all the filing or substantially all institution of its assets, and any such petition or appointment proceeding by or if any of the foregoing are filed against Tenant Mortgagor which is not dismissed within 45 days thereafter; (f) Mortgagor shall make, enter into or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes consent to an assignment for the benefit of creditors creditors; (g) if any governmental authority, or any court at the instance thereof, shall admit 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 appointed 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 its the inability to pay its debts generally as they become 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 Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure and the payment of 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 or interest of Tenant tax by Mortgagor would result 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 applicable usury laws; (j) failure by Mortgagor to comply with Sections 6 or 14 of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; Mortgage; (viiik) final judgment for the payment of money shall be 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 has been a final unappealable determination by should occur any Government Agency change in the use of the revocation or limitation of any licenseMortgaged Property without Mortgagee’s prior written consent; (m) if there should occur a default which is not cured within the applicable grace period, permitif any, 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 mortgage, deed of trust or is required to cease its operation lien of all or part of the Facility Mortgaged Property regardless of whether any such other mortgage, deed of trust or 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 accordance with its Intended Use at respect of indebtedness for borrowed money the time effect of which is to permit the holder or holders of such loss instrument, agreement or limitation and evidence of indebtedness, or a trustee, agent or other representative on behalf of such event holder or failure has a material adverse affect on holders, to cause the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property indebtedness for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails borrowed money evidenced thereby 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 its 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagematurity.

Default. Upon This Senior Note and all amounts due hereunder shall become immediately due and payable in cash at the election of the Senior Subordinated Majority upon the occurrence at any time of any one or more of the following events of default ("individually, an “Event of Default")” and collectively, Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. “Events of Default shall be:Default”): (ia) Tenant's failure to pay default in the payment when due of any regularly scheduled payment portion of Rentthe 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 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 sum federal or state bankruptcy, reorganization, receivership, insolvency or other similar law affecting the rights of money payable hereunder (whether as additional Rent or otherwise) and such failure creditors generally, which proceeding is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (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 five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied dismissed within thirty (30) days after receipt of 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 thereoffiling; (ivd) if Tenant the institution by the Company or its Parent becomes bankrupt any endorser or insolventguarantor of this Senior Note of any proceedings under the United States Bankruptcy Code or any other federal or state bankruptcy, or files any debtor proceedingsreorganization, or files pursuant to any statute a petition in bankruptcy or receivership, insolvency or for reorganization, other similar law affecting the rights of creditors generally or files a petition for the appointment making by the Company or any endorser or guarantor of this Senior Note of a receiver composition 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 petition or appointment, or if Tenant or its Parent makes an assignment or trust mortgage for the benefit of creditors or shall admit 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) dayscreditors; (ve) if Tenant's fails the material breach of any covenant set forth in the Note Purchase Agreement or this Senior Note which breach remains uncured ten (10) days after written notice thereof by any Noteholder to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunderthe Company; (vif) 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 occurrence of substantially all an Event of its assetsDefault under the Junior Notes; (viig) if a Change the failure of Control occurs any of the Company’s representations or warranties set forth in Article II of the estate or interest of Tenant Note Purchase Agreement to be true and correct (i) in all respects on the Initial Closing Date (as defined in the Leased Property Note Purchase Agreement) or any (ii) in all 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; respects on each Subsequent Closing Date (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 defined 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 ($250,000Note Purchase Agreement), 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 (xih) if the occurrence of any Person acquires more than 9.8% event upon which, whether with the giving of notice, the passage of time or otherwise, would allow the Holder or holders of any indebtedness of the outstanding ownership interests in TenantCompany 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, which wouldthe Holder shall have then, in Landlord's sole but reasonable determinationor at any time thereafter, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions all of the Code. Notwithstanding rights and remedies afforded by the foregoing, if any Uniform Commercial Code as from time to time in effect in the State of Delaware or afforded by other 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 provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagelaw.

Default. Upon If Licensee (i) defaults in the occurrence 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 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 Licensee, defaults in the payment of fees or performance of its obligations under that certain License Agreement between Corral United, Inc. and ADS dated of even date herewith and such default is not cured within the applicable grace period provided therein, then, 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 following events ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall befollowing: (ia) Tenant's failure Terminate this Agreement by giving written notice to pay when due any regularly scheduled payment Licensee; resume possession of Rentthe 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 sum disposition. (b) Without terminating this Agreement, reenter and assume possession of money payable hereunder 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 reletting (whether as additional Rent or otherwisebut not beyond the term of this Agreement) and the net amount received by Licensor from such failure is not cured within five (5) days (reletting and from such sale, lease, or such earlier period as set forth in this Paragraph 21(a));other disposition. (iic) Tenant's failure To treat all amounts due and not paid by Licensee to pay when 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 any other payment and payable to Licensor and recover the same, together with interest thereof at the rate of 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; (iii) Tenant's failure to perform any other 150 percent of the termsprime rate charged preferred customers by Bank of America Nevada, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt determined as of Notice thereof, or, if the first day of the month preceding such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts and adjusted 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 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 Parentfirst day of each month during the period of such default, shall not have been set aside within ninety (90) days both before and after judgment from the date of such petition default until paid, but not to exceed the greater of 24 percent per annum or appointmentthe highest amount permitted by applicable law. In the event of any such default, Licensee shall have no right to remove any Devices, fixtures, or if Tenant or its Parent makes an assignment other personal property of Licensee from the space licensed, and Licensor shall have a lien thereon as security for the benefit payment of creditors or shall admit 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 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 amounts 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 Licensor 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility MortgageAgreement.

Default. Upon the occurrence The happening of any one or more of the following events ("Event of Default"), Landlord shall have constitute default by the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall beDebtor hereunder: (ia) Tenant's failure if the Debtor shall default in making any payment due to pay when due any regularly scheduled payment of 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 (or such earlier period as set forth in this Paragraph 21(a))the Secured Party with respect to the Indebtedness; (iib) Tenant's failure to pay when due if the Debtor shall be in default under or be in breach of any provision of this Agreement or of any other payment of Rent, or agreement between the Debtor and the Secured Party including 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 Landlordpromissory note; (iiic) Tenant's failure 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 other of the termscovenants, covenants payments or conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereofany lease, orlicense, if such default cannot reasonably be remedied within such periodconcession, Tenant does not within thirty (30) days after Notice thereof commence such act agreement, mortgage, agreement for sale, charge 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 thereofencumbrance; (ivd) if Tenant the Debtor makes default in the payment of the principal or its Parent becomes bankrupt interest forming part of the Indebtedness; (e) if an order shall be made 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 an effective resolution passed for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any winding up 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 petition or appointmentDebtor, or if Tenant or its Parent makes a petition is filed for the winding-up of the Debtor; (f) if the Debtor shall make an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become duebe declared bankrupt, or if Tenanta custodian or receiver or receiver and manager or other officer with similar powers be appointed with respect to the Debtor or any of the Debtor's interest property or if the Debtor voluntarily files a petition in this Lease is attachedbankruptcy, seized or made subject commits any act of bankruptcy or proposes to take the benefit of any other judicial seizure and such seizure provision of the Companies Creditors Arrangement Act as now or attachment is not discharged within ninety (90) dayshereafter 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; (vg) if Tenant's fails the Debtor ceases or demonstrates an intention to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereundercease carrying on business; (vih) if Tenant 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 Parent is liquidated or dissolveddissolution, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assetsamalgamation; (viii) if the Debtor shall lose its charter by expiration, forfeiture or otherwise or if a Change receiver or a receiver-manager for all or any part of Control occurs the Debtor's assets or the estate or interest any other party with like powers shall be appointed; (j) except for sales of Tenant Inventory in the Leased Property 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 to be unreasonably withheld, or if the Secured Party, in its sole discretion, deems the Debtor's assets or any material part thereof is voluntarily or involuntarily are in danger of being sold, transferred, assigned, conveyed, levied upon removed, alienated 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 hereofdisposed of; (viiik) if there the 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 been a final unappealable determination by any Government Agency commercially reasonable grounds to believe that the prospect of payment or performance of the revocation or limitation of any license, permit, certification or approval required for the lawful operation obligations 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 Debtor is or is required likely 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 Propertybe impaired; (ixl) if Tenant voluntarily ceases operation the Security Interest granted to the Secured Party hereunder shall cease to be in full force and effect or the validity thereof or of any of the Leased Property for its Intended Use, except as a result obligations of Casualty the Debtor hereunder shall be disaffirmed by or partial or complete Condemnationon behalf of the Debtor; (xm) if Tenant fails Any of the representations and warranties in this agreement were incorrect in any material respect when made or deemed to pay for money borrowed have been made; (n) Any encumbrancer takes possession or for purports to or attempts to take possession of the deferred purchase price Collateral or any part thereof without the prior written consent of the Secured Party had and received; (o) Any execution or other process of any material property or services (excluding trade accounts payable in court becomes enforceable against the ordinary course of business on customary trade terms) Debtor or any guaranty relating thereto which, in distress or analogous process is levied upon the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be Collateral 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 given 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 part thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgage.

Default. Upon 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 events ("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 observance or performance of 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), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure to pay when due any regularly scheduled payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure which default is not cured within five 30 days after Agent gives Borrower notice thereof; (5f) days (Borrower shall sell, convey, alienate, assign or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rentotherwise transfer the Property, or any other sum of money payable hereunder (whether as additional Rent part thereof 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 conditions contained in this Lease if not remedied within thirty (30) days after receipt of 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 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 petition or appointment, or if Tenant or its Parent 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 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, ortherein, in any manner, permits whether voluntary, involuntary, by operation of law or otherwise, or Borrower shall enter into any agreement, written or oral, to so sell, convey, alienate, assign or otherwise transfer the sale Property, or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate any part thereof or interest of Tenant in the Leased Property therein; (g) there shall occur a default 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 given to trigger an event of default thereunder under any other deed of trust, mortgage or like real property security instrument which encumbers the 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 same obligation as described above and provided such obligation is a concurrent obligation filing of Tenant hereunderany action to condemn, then the provisions for notice (acquire by eminent domain or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms otherwise take any part of the Facility MortgagePremises or Building which, in Agent’s determination, materially and adversely affects the use or intended use of the Property as a whole or otherwise materially and adversely affects Borrower’s business prospects.

Default. Upon the occurrence Should MSGSA determine that Participant is in violation of any one or more of the following events ("Event terms of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure to pay when due any regularly scheduled payment of RentAgreement, or that a violation is threatened, MSGSA shall give written notice to Participant of such violation and demand corrective action sufficient to cure the violation and, where the violation involves injury to the Property resulting from any other sum use or activity inconsistent with the purpose of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure Agreement, 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 five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other restore the portion of the terms, covenants or conditions contained in this Lease if not remedied Property so injured. If Participant fails to cure the violation within thirty (30) days after receipt of Notice thereofnotice thereof from MSGSA, or, if such default or under circumstances where the violation cannot reasonably be remedied cured within such period, Tenant does not within a thirty (30) days after Notice thereof commence day period, fail to begin curing such act or acts as shall be necessary to remedy violation within 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 thirty (18030) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolventday period, or files fail to continue to diligently cure such violation until finally cured, MSGSA may take any debtor proceedings, one 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 more of the foregoing are filed against Tenant following actions, at the discretion of MSGSA: 7.1.1 Bring an action at law or its Parentin equity of court of competent jurisdiction to enforce the terms of this Agreement, shall not have been set aside within ninety (90) days from to enjoin the date of such petition violation by temporary or appointmentpermanent injunction, or if Tenant or its Parent makes an assignment to recover any damages to which it may be entitled for the benefit of creditors or shall admit 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 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 hereofAgreement; 7.1.2 Withhold the Annual Incentive Payments, or a portion thereof, for any Year in which the default has occurred; and/or 7.1.3 Terminate this Agreement. In the event that this Agreement is terminated with Year(s) remaining on the Term, a penalty equal to twenty-five percent (viii25%) 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 remaining Incentive Payments 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 remaining Years on the use or operation of the Leased Property; Term (ix“Termination Penalty”) 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 shall be assessed by MSGSA on Participant. MSGSA’s rights under this Section apply equally 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 given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation either actual or threatened violations of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of this Agreement, and Participant agrees that MSGSA’s remedies at law for any violation of the Facility Mortgageterms of this Agreement are inadequate and that MSGSA shall be entitled to the injunctive relief described in this Section, both prohibitive and mandatory, in addition to such other relief to which MSGSA may be entitled, including specific performance of the terms of this Agreement, without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies. MSGSA’s remedies described in this Section shall be cumulative and shall be in addition to all remedies now or hereafter existing at law or in equity.

Default. Upon AND In the occurrence event that: BANKRUPTCY (fill in) (a) The LESSEE shall default in the payment of any one installment of rent or more of the following events ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure to pay when due any regularly scheduled payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) herein specified and such failure is not cured within five default shall continue for ten (5) days (or such earlier period as set forth in this Paragraph 21(a)); (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 five (510) days after receipt of Notice thereof from Landlord;written notice thereof; or (iiib) Tenant's failure to perform The LESSEE shall default in the observance or performance of any other of the termsLESSEE'S covenants, covenants agreements, or conditions contained in this Lease if obligations hereunder and such default shall not remedied be corrected within thirty (30) days after receipt of Notice written notice thereof; or (c) The LESSEE shall be declared bankrupt or insolvent according to law, 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 any assignment 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 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 made 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 petition or appointment, or if Tenant or its Parent makes an assignment LESSEE'S property for the benefit of creditors or creditors, then the LESSOR shall admit in writing its inability have the right thereafter, while such default continues, to pay its debts generally as they become duere-enter and take complete possession of the leased premises, or if Tenant's interest in to declare the term of this Lease is attachedlease ended, seized or made subject and remove the LESSEE'S effects, without prejudice to any remedies which might be otherwise used for arrears of rent or other judicial seizure default. The LESSEE shall indemnify the LESSOR against all loss of rent and other payments which the LESSOR may incur by reason of 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 termination during the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate 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 residue of the terms of this Leaseterm. If the LESSEE shall default, 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 whichafter reasonable notice thereof, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared observance or performance of any conditions or covenants on LESSEE'S part to be observed or become due performed under or by virtue of any of the provisions in any article of this lease, the LESSOR, without being under any obligation to do so and payable prior without thereby waiving such default, may remedy such default for the account and at the expense of the 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 insured, with interest at the rate of six (6) percent per annum and costs, shall be paid 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 LESSOR by 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 LESSEE 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgageadditional rent.

Default. Upon Except for a default under the occurrence preceding paragraph for which immediate right of any one or more of the following events ("Event of Default")termination is given to Owner, Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure if Tenant fails to pay when due any regularly scheduled payment installment of Rent, or any other sum of money payable hereunder rent within ten (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (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 five (510) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure written notice, or to perform any other of the terms, covenants or conditions contained in covenant under this Lease if not remedied lease within thirty (30) days after receipt written notice from Owner stating the nature of Notice thereofthe default, orOwner may cancel this lease and reenter and take possession of the premises using all necessary force to do so; provided, however, that if the nature of such default other than for nonpayment of rent is such that the same cannot reasonably be remedied cured within such thirty (30) day period, Tenant does shall not be deemed to be in default if Tenant shall within such period commence such cure and thereafter diligently prosecute the same to completion. Notwithstanding such retaking of possession by Owner, Tenant's liability for the rent provided herein shall not be extinguished for the balance of the term of this lease. Upon such reentry, Owner may elect either (1) to terminate this lease, in which event Tenant shall immediately pay to Owner a sum equal to that by which the then cash value of the total rent reserved under this lease for the balance of the lease term exceeds the then reasonable rental value of the premises for the balance of the lease term; or (2) without terminating this lease, to relet all or any part of the premises as the agent of and for the account of Tenant upon such terms and conditions as Owner may deem advisable, in which event the rents received on such reletting shall be applied first to the expenses of reletting and collection, including attorney's fees and real estate commissions paid, and thereafter to pay of all sums due or to become due Owner hereunder. If a sufficient sum shall not be thus realized to pay such sums and other charges, Tenant shall pay Owner any deficiency monthly, and Owner may bring an action therefor as such monthly deficiency shall arise. In the event of any such retaking of possession of the premises by the Owner as herein provided, Tenant shall remove all personal property located thereon and, upon failure to do so upon demand of Owner, Owner may remove and store the same in any place selected by Owner, including but not limited to a public warehouse, at the expense and risk of Tenant. If Tenant shall fail to pay any sums due hereunder or the cost of storing any such property after it has been stored for a period of thirty (30) days after Notice thereof commence or more, Owner may sell any or all of such act property at public or acts as shall be necessary to remedy the default private sale and shall not thereafter diligently complete apply the proceeds of such act or acts within a reasonable timesale first, providedto the cost of such sale; second, however, in no event shall such cure 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 payment of the foregoing are filed against Tenant or its Parentcharges for storage, shall not have been set aside within ninety (90) days from if any; and third, to the date payment of such petition or appointment, or if Tenant or its Parent 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 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 sums of money which may be due from Tenant 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 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 Owner under 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)lease, and the same balance, if any, to Tenant. Tenant hereby waives all claims for damages that may be declared caused by Owner's lawfully reentering and taking possession of the premises or lawfully removing and storing the property of Tenant as herein provided, and will save Owner harmless from loss, costs, or damages occasioned by Owner thereby, and no such lawful reentry shall be considered or construed 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgageforcible entry.

Default. Upon the occurrence of any one or more of the (a) The following events ("Event shall be deemed to be events of Default"), Landlord shall have the right to exercise any rights or remedies available in default by Tenant under this Lease, at law or in equity. Events of Default shall be: : (i) Tenant's failure Tenant shall fail to pay when due any regularly scheduled payment installment of Rent, Rent or any other sum charge or assessment against Tenant pursuant to the terms hereof within ten (10) business days after receipt by Tenant of money payable hereunder (whether as additional Rent or otherwise) and written notice of such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); of payment; (ii) Tenant shall fail to comply with any term, provision, covenant or warranty made under this Lease by Tenant's failure to pay when due any , other than the payment of Rent, the Rent or any other sum of money charge or assessment payable hereunder (whether as additional Rent or otherwise) by Tenant, and shall not cure 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 conditions contained in this Lease if not remedied within thirty (30) days after receipt by Tenant of Notice written notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty ; (30iii) 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 Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute guarantor of this Lease shall make 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 petition or appointment, or if Tenant or its Parent makes an general assignment for the benefit of creditors creditors, or shall admit in writing its inability to pay its debts generally as they become due, or if Tenant's interest shall file a petition in bankruptcy, or shall be adjudicated as bankrupt or insolvent, or 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 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 is attachedseeking any reorganization, seized arrangement, composition, readjustment, liquidation, dissolution or made subject to similar relief under any other judicial seizure present or future statute, law or regulation, and such seizure or attachment is proceeding shall not discharged have been dismissed within ninety sixty (9060) days; days after the commencement thereof; (v) if Tenant's fails to provide insurance coverage a receiver or trustee shall be appointed for the Demised Premises or for all or substantially all of the assets of Tenant or of any guarantor of this Lease and such receiver or trustee shall not have been dismissed within sixty (or allows such coverage to be canceled or lapse60) pursuant to its obligation hereunder; days after the appointment thereof; (vi) if Tenant shall fail to take possession of the Demised Premises or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, any portion thereof as provided in any manner, permits the sale or divestiture of substantially all of its assets; this Lease; (vii) if Tenant shall do or permit to be done anything which creates a Change of Control occurs lien upon the Demised Premises or the estate Project and such lien is not removed or interest of discharged within thirty (30) days after 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 receives written notice of the terms of this Lease, unless Tenant is contesting such lien filing thereof (whether from Landlord 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 from 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 ($250,000source whatsoever), 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgage.

Default. Upon the occurrence and during the continuance of any one or more of the following events (each, an "Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall beconsist of: (i) Tenant's failure to pay when due any regularly scheduled payment of Rent, or any other sum of money payable hereunder (whether as additional Additional Rent or otherwise) and such failure is not cured within five (5) days (or 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 Rent, or any other sum of money payable hereunder (whether as additional 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 occurred under this Paragraph 21(a)(ii), if 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 conditions contained in this Lease if not remedied within thirty (30) days after receipt of 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 Tenant (w) Tenant, Lease Guarantor or its Parent 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, and such petition or appointment or if (x) any of the foregoing are filed against Tenant Tenant, Lease Guarantor or its ParentGuarantor, and such petition or appointment shall not have been set aside within ninety (90) days from after the date of such petition or appointment, or if Tenant (y) Tenant, Lease Guarantor or its Parent 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 if (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's Tenant fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant any of Tenant, Lease Guarantor or its Parent 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 Change of Control default occurs or the estate 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 under Paragraph 26 hereof15; (viii) if there has been a final unappealable determination by any 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 under pursuant to 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 effect on the use Tenant or operation of Tenant's ability to operate the Leased PropertyProperties 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) if Intentionally Omitted; (xi) Intentionally Omitted; (xii) Intentionally Omitted; (xiii) Tenant fails to pay for money borrowed breaches any material representation or for warranty made by Tenant in this Lease and the deferred purchase price 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 material property final, unappealable award or services judgment (excluding trade accounts payable after any applicable appeal periods have expired) in the ordinary course an amount of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Five Million Dollars ($250,000)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 without Tenant's demonstrating, to Landlord's reasonable satisfaction, that any insurance policy exists that would cover such award or judgment; (xvi) the same final, unappealable termination or suspension by the applicable Governmental Agency or other Person of the right of the Facility to participate in and receive benefits under Third Party Payor Programs, or the final unappealable termination or suspension of the right of the Facility to admit residents who would be declared entitled to be receive benefits pursuant to such Third Party Payor Programs, if in either case (i) the Facility participated in such Third Party Payor Program at the time of such termination or become due suspension, and (ii) the revenues received by or payable prior to such Facility from such Third Party Payor Programs equaled or exceeded 10% of 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 lapsedFacility's gross revenues in the immediately preceding Lease Year; or (xixvii) [if any Person acquires more than 9.8% an Event of Default (as defined in 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 Agreement Regarding Leases) occurs under the applicable provisions of the Code. 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 provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede supersede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgage.

Default. Upon the occurrence of any one or more each of the following events events, the Company shall be entitled to effect the immediate repayment of all sums that are and/or shall be owed in any manner whatsoever by the Pledgor to the Company and such sums shall bear interest at the Maximum Interest Rate prevailing, from the date that such event has occurred until total repayment by the Pledgor: ("Event a) If, on due date, the Pledgor has not paid any principal or interest or expenses including any levies, taxes and fees or any other sums. (b) If the Pledgor breaches or fails to uphold any of Default"), Landlord shall have the right to exercise any rights or remedies available terms contained in this Leaseor any other document or deed that has been or shall be signed on his behalf or it becomes evident that any of the declarations that have been or shall be made on behalf of the Pledgor in this or any other document is incorrect, or inaccurate. (c) If a petition is filed requesting the appointment of a temporary or permanent receiver, or a temporary or permanent receiver or manager, or a Receiving Order against the Pledgor is issued over the assets of the Pledgor and/or Pledgor or any portion of the assets of the Pledgor. (d) If a temporary or permanent receiver or receiver and manager for all or any portion of the assets of the Pledgor is appointed. (e) If any competent court in Maryland or Florida or elsewhere institutes attachments or execution or any like proceedings against any portion of the assets of the Borrower or if attachment or execution or any like proceedings are instituted over all or any portion of the Collateral which has been or shall be furnished to the Company. (f) If the Company, at law or its absolute discretion, deems that since the signing of this Agreement a change has occurred in equitythe condition of the Pledgor to which the Company had not given its prior written consent. Events Without derogating from the generally of Default the foregoing, the following acts shall bebe deemed to constitute a change in the condition of the Pledgor: (i) Tenant's failure a voluntary or other transfer of shares (except the transfer of shares by succession) which affect or are likely to affect the condition of the Pledgor. (g) If the Borrower ceases to pay when due debts or manage its affairs or reaches a compromise or arrangement with its creditors. (h) If the Company, at its discretion, deems that some event occurred that has or might impair the financial position of the Pledgor. In addition to all remedies provided herein and according to law, the Company shall have the following remedies: (a) The Pledgor recognizes that the Company may be unable to effect a public sale of any regularly scheduled payment or all the Pledged Stock, by reason of Rentcertain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for an investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, not withstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Company shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for the public sale under the Securities Act, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and under applicable state securities laws, even if such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a));Issuer would agree to do so. (iib) Tenant's failure The Pledgor further agrees to pay when due any use commercially reasonable efforts to do so or cause to be done all such 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 five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of 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 may be necessary to remedy make such sale or sales of all or any portion of 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 Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files Pledged Stock pursuant to this Section valid and binding and in compliance with 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 petition or appointment, or if Tenant or its Parent 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 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 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 other 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% requirements 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagelaw.

Default. Upon the occurrence of any one or more of the The following events ("Event occurrences shall constitute “Events of Default"), Landlord shall have the right to exercise any rights or remedies available in ” under this Lease, at law or in equity. Events of Default shall beAgreement: (ia) Tenant's failure Buyer shall fail to pay make any payments to Seller when due any regularly scheduled payment of 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 (or such earlier period as set forth in under this Paragraph 21(a));Agreement; or (iib) Tenant's failure any representation of warranty of Buyer contained herein or in any document furnished to pay Seller in connection herewith shall be incorrect or misleading in any material respect 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 five (5) days after receipt of Notice thereof from Landlord;made; or (iiic) Tenant's failure Buyer shall fail to observe or to perform any other of the termscovenant, covenants agreement, or conditions contained in this Lease if not remedied within thirty warranty made by Buyer hereunder and such failure shall continue for ten (3010) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice 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 thereofBuyer; (ivd) if Tenant or its Parent becomes bankrupt or insolvent, or files Buyer shall default under 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, other agreement between Seller and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, Buyer; or (e) Buyer shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes make an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become duefile any petition or action under any bankruptcy, reorganization, or if Tenant's interest in this Lease is attachedinsolvency law, seized or made subject to any other judicial seizure and such seizure law or attachment is not discharged within ninety (90) days;laws for the relief of, or relating to, debtors; or (vf) if Tenant's fails any involuntary petition shall be filed under any bankruptcy statute against Buyer or any receiver, trustee, custodian, or similar official shall be appointed to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder;take possession of the properties of Buyer; or (vig) if Tenant or its Parent is liquidated or dissolvedSeller, in good faith, believes that ▇▇▇▇▇’s financial condition has become such as to endanger completion of performance by ▇▇▇▇▇, or begins proceedings toward such liquidation or dissolution, orSeller, in good faith, otherwise believes itself insecure. If any mannerEvent of Default shall occur, permits Seller, at its option, may terminate this Agreement by written notice to Buyer. In such event Seller shall, nevertheless, have the sale or divestiture of substantially right to recover from Buyer any and all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferredamounts that, assigned, conveyed, levied upon or attached in any proceeding in violation of under the terms of this LeaseAgreement, unless Tenant is contesting may be then due or that may have accrued to the date of such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been termination, plus interest on that amount, as a final unappealable determination by any Government Agency of the revocation or limitation of any licenselate charge, 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 Default Rate. If, after notice of such loss or limitation and such event or failure has a material adverse affect on the use or operation termination of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Usethis Agreement as provided in this paragraph, 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 it is determined that Buyer was not 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 default under the applicable provisions of this paragraph 14, 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments rights and obligations of Tenant hereunder the parties shall be made and performed within such time periods so the same as if the notice of termination had been issued pursuant to comply with the terms paragraph 15 of the Facility Mortgagethis Agreement.

Default. (a) The following events shall be deemed to be events of default (herein so called) by Tenant under this Lease: (i) Tenant shall fail to pay any rental or other 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 Tenant hereunder 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 in any twelve (12) month period; (ii) Tenant shall fail to comply with any other provision, condition or covenant of this Lease and any such failure is not cured within thirty (30) days after Landlord gives written notice of such failure to Tenant (or if such failure is not capable of being cured within such 30 day period, the cure is not commenced within 30 days and diligently pursued to 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 a period of sixty (60) days after its entry), or 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 (vii) a receiver or trustee shall be appointed for Tenant or any guarantor of this Lease or for any of the assets of Tenant or any guarantor of this Lease. (b) Upon the occurrence of any event of default, Landlord shall have the option to do any one or more of the following events without any further notice or demand, in addition to and not in limitation of any other remedy permitted by law or by this Lease: ("Event i) Enforce, by all legal suits and other means, its rights hereunder, including the collection of Default")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 new tenant upon reletting. Landlord shall use reasonable efforts to mitigate damages by reletting the Premises. Landlord shall have the right at any time to demand final settlement. Upon demand for a final settlement, Landlord shall have the right to exercise any rights or remedies available in this Leasereceive, at law or in equity. Events of Default shall be: (i) and Tenant hereby agrees to pay, as damages for Tenant's failure to pay when due any regularly scheduled payment of Rent’s breach, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (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 five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained difference between the total rental provided for in this Lease if not remedied within thirty (30) days after receipt for the remainder of Notice thereof, or, if such default cannot reasonably be remedied within the Lease Term and the reasonable rental value of the Premises for 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 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 petition or appointment, or if Tenant or its Parent 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 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 difference to be canceled or lapsediscounted 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) pursuant when the parties to its obligation hereunder; a contract have not agreed on any particular rate of interest (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, 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 mannerreasonable expenses which Landlord may incur in its actions pursuant to this Subparagraph, permits and Tenant further agrees that Landlord shall not be liable for damages resulting to Tenant from such action unless caused by the sale negligence of Landlord. In addition to all remedies specified above, if Tenant is delinquent in rentals or divestiture other monetary payments due under the Lease, Landlord may enter upon the Premises and change, alter, or modify the door locks on all entry doors of substantially the Premises, and 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 of its assets; (vii) if a Change of Control occurs or the estate or interest 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 Tenant in from the Leased Property Premises pursuant to the immediately preceding sentence shall not constitute a permanent exclusion of Tenant from the Premises or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms a termination of this LeaseLease unless Landlord so notifies Tenant in writing; moreover, unless Tenant is contesting such lien Landlord shall not be obligated to place a written notice on the Premises on the front door thereof explaining Landlord’s action 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 stating the revocation name, address or limitation telephone number of any license, permit, certification individual 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 company from 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 new key may 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgageobtained.

Default. Upon the occurrence and during the continuation of any one or more of the following events ("“Event of Default"), Landlord ”): (a) the Mortgagor shall have fail to perform or observe any agreement or other obligation to the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure to pay when due any regularly scheduled payment of Rent, or any other sum of money payable Mortgagee hereunder (whether as additional Rent or otherwise) and such failure is not cured within five fifteen (515) days after the Mortgagee sends written notice to the Mortgagor (“Cure Period”) ; (b) any of the Mortgaged Property shall be sold, mortgaged, transferred, leased or otherwise disposed of without the Mortgagee’s prior written consent and such earlier period 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 set forth defined in this Paragraph 21(a)); the 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 the whole or any part 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 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 applicable laws, after the occurrence of any Event of Default, the Mortgagee may dispose of the Mortgaged Property by private sale at the 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 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 registration of such Purchaser as owner of the Mortgaged Property and (ii) Tenant's failure fulfill any and all obligations arising from or in connection with the transfer of the Mortgaged Property to pay when due 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 payment of Rentobligations, or any other sum of money payable hereunder (whether as additional Rent costs and expenses owing to the Mortgagee hereunder, under the Loan Documents or otherwise) and such failure is , whether or not cured within five (5) days after receipt then due, and/or may be held in whole or in part by the Mortgagee pending the expiry of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of contingent liability undertaken by the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of 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 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 Mortgagee 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 petition or appointment, or if Tenant or its Parent 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 if TenantMortgagor'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 Debtor's account (“Contingent Obligations”). In the event that such sales proceeds are insufficient to cover all sums due or interest of Tenant in to become due to the Leased Property or any material part thereof is voluntarily or involuntarily transferredMortgagee, assignedplus the Mortgagee's potential liability under the Contingent Obligations, 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 Mortgagor 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 Debtor shall immediately 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 Mortgagee 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 given 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 balance thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgage.

Default. Upon If and whenever: (a) the occurrence Lessee shall be in default in the payment of any one money, whether hereby expressly reserved or more deemed as rent, or any part thereof, and 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 following events 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 ("Event 21) days of Default")its issuance, Landlord or the Lessee shall have become insolvent or commit an act of bankruptcy or become bankrupt or take the right 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 exercise commence, diligently pursue and complete the Lessee’s work to be performed pursuant to any rights agreement to lease pertaining to the Leased Premises or remedies available in 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 law 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 equity. Events of Default shall be:a manner permitted by this Lease; or (i) Tenant's failure to pay when due any regularly scheduled payment of Rent, or re-entry is permitted under any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (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 five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of 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 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 petition or appointment, or if Tenant or its Parent 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 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 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 term 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 (xij) if 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 Person acquires other default, after ten (10) days following written notice from the Lessor requiring that the Lessee remedy, correct or comply or, in the case of any such default which would reasonably require more than 9.8% ten(10) days to rectify, unless the Lessee shall commence rectification within the said ten (10) day notice period and thereafter promptly and diligently and continuously proceed with the rectification of any such default; then, and in each of such cases, and at the option of the outstanding ownership interests Lessor and in Tenantaddition to any other rights or remedies the Lessor may have pursuant to this Lease or at law, which wouldthe 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 Landlord's sole but reasonable determinationsuch manner as it deems advisable, adversely affect including by private sale, or may be stored in a public warehouse or elsewhere at the status or treatment of Landlord or its Parent as a real estate investment trust under cost and for the applicable provisions account of the CodeLessee, 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. Notwithstanding If the foregoingLessor elects to re-enter the Leased Premises as herein provided, or if it takes possession pursuant to legal proceedings or pursuant to any applicable Facility Mortgage provides 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 shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for term extending beyond the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereofTerm) and cure under at such Facility Mortgage shall supercede rent and upon such other terms, covenants and conditions as the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility MortgageLessor in its sole discretion considers advisable.

Default. Upon the occurrence of any one or more Each of the following events ("shall be an “Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be” hereunder: (ia) Tenant's failure if Company shall fail to pay when timely any of the principal or interest due any regularly scheduled payment of Rent, or any other sum of money under this Note on the date the same becomes due and payable hereunder (whether as additional Rent or otherwise) and such failure default is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a))following written notice thereof by Seller to Company; (iib) Tenant's 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 pay make a payment when due any other payment of Rent(be it principal or interest), or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure default 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 conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice following written notice thereof commence such act or acts as shall be necessary by Seller 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 thereofCompany; (ivc) if Tenant a default or its Parent becomes bankrupt event of 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 insolventcommences any case or other proceeding with respect thereto for relief under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, liquidation, or files moratorium law or any debtor proceedingsother law for the relief of, or files pursuant to any statute a petition relating to, debtors, now or hereafter in bankruptcy or insolvency or for reorganizationeffect, 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 makes 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 petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors creditors, or shall admit admits in writing its inability to pay or generally fails to pay its debts generally as they mature or become due, or takes any corporate action in furtherance of any of the foregoing; or (e) if Tenant's interest in this Lease an involuntary petition is attached, seized filed or made subject to any case or other judicial seizure and proceeding is commenced against any member of HoldCo Group (unless such seizure petition is dismissed or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, liquidation or moratorium statute now or hereafter in effect, or a custodian, receiver, trustee, liquidator, assignee for the benefit of creditors (or allows such coverage other similar official) is applied for or appointed for any member of HoldCo Group or is applied for or appointed to be canceled take possession, custody 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 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 control 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 property of such loss or limitation and such event or failure has a material adverse affect on the use or operation member 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility MortgageHoldCo Group.

Default. Upon If 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 immediately due and payable or terminate the credit privileges of Applicant under this Agreement, or both. This occurrence of any one or more of the following events constitutes a default under this Agreement: ("Event a) Applicant fails to fulfill any obligation or breaches any provision of Default")this agreement; (b) Applicant or any guarantor of Applicant's indebtedness under this Agreement expires, Landlord shall have tenninates existence, abandons its business, becomes insolvent, becomes the right to exercise any rights subject of bankruptcy, receivership or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure to pay when due any regularly scheduled payment of Rentsimilar proceedings, or makes a general assignment for the benefit of creditors; (c) any other sum information now or hereafter supplied or representation now or hereafter made by or on behalf of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure Applicant to pay when due any other payment of RentMRM is, or is believed in good faith by MRM to be inaccurate, incomplete or false in any other sum of money payable hereunder material respect; (whether as additional Rent d) any collateral that is security for Applicant's indebtedness under this agreement is lost, suffers material damage or otherwise) and such failure destruction, is levied upon, becomes subject to a receivership or cannot cured be located within five (5) days after receipt of Notice thereof from Landlord; MRM demands to inspect such collateral; or (iiie) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of 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, howeverevent that causes MRM, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant good faith, to deem itself insecure or its Parent becomes bankrupt or insolventto believe that the prospect of payment to MRM by Applicant is materially reduced. Binding Agreement, or files any debtor proceedingsNo Assig nment: This Agreement inures, 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 petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors 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 shall admit in writing transfer this Agreement without the prior written consent of MRM. Waivers: MRM may, at its inability option, not object to pay its debts generally as they become due, an act or if Tenant's interest in this Lease is attached, seized omission by Applicant or made subject permit Applicant to remedy any default under the Agreement without MRM waiving the default so remedied or 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 default by Applicant. Applicant waives notice of substantially all of its assets; (vii) if a Change of Control occurs or the estate 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 default of this LeaseAgreement and waives presentment, 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 demand, protest and notice 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagedishonor.

Default. Upon the The occurrence of any one or more of the following events (will constitute an "Event event of Default"), Landlord shall have default" on the right to exercise any rights or remedies available in this Lease, at law or in equity. Events part of Default shall beTDI-NE: (i) Tenant's failure A. Failure to pay when due any regularly scheduled payment installment of Rent, rent or any other sum required to be paid by TDI-NE under this Lease, and such failure shall continue for ten (10) business days after written notice of money payable hereunder such failure is received from State; provided, however, that TDI-NE shall have thirty (whether as additional Rent 30) business days to cure such late payment. B. Failure to perform any of the other covenants or otherwiseconditions 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 is not cured within five should continue for thirty (530) days (or such earlier shorter period of time as set forth may be reasonably specified by State in this Paragraph 21(a)); (iithe event of an emergency presenting risk of loss of life, bodily harm or irremediable property damage) Tenant's failure after written notice thereof by State to pay when due any TDI-NE; provided, however, that if such default is other than the payment of Rentmoney and cannot be cured within such thirty (30) day period, or any other sum then an event of money payable hereunder (whether as additional Rent or otherwise) and default shall not have occurred if TDI-NE commences curing of 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 conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereofreceiving written notice from the State, or, if such default cannot reasonably be remedied within such period, Tenant does not and diligently in good faith prosecutes the same to completion and furnishes evidence of completion to State within thirty (30) days after Notice thereof commence 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 act attachment, execution or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act other seizure remaining undismissed or acts within discharged for a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty of thirty (18030) days after Notice the levy thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant D. If TDI-NE shall be declared insolvent according to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the law; E. The appointment of a receiver or trustee for TDI-NE on all or substantially all the majority of its assetsTDI-NE’s property, and such petition or which 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 petition or appointment, or if Tenant or its Parent 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 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 forty-five (9045) 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 days after the sale or divestiture date of substantially all of its assets; (vii) if a Change of Control occurs or the estate 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 lapsedfiling; or (xi) if F. The filing by TDI-NE of a voluntary petition pursuant to the Bankruptcy Code or any Person acquires more than 9.8% successor thereto or the filing of an involuntary petition against TDI-NE pursuant to the outstanding ownership interests in TenantBankruptcy Code or any successor legislation, which would, in Landlord's sole but reasonable determination, adversely affect petition is not discharged within forty-five (45) days after the status or treatment date 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagefiling.

Default. Upon (a) In the occurrence event of any one or more of the following events ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure to pay Mortgagor’s default of prompt and punctual payment when due any regularly scheduled in the payment of Rentany amounts due under the Guarantee, or (ii) any other “event of default” under the Note, the Guarantee or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set document setting forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rentterms, 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; (iii) Tenant's failure to perform any other “event of default” under and as defined in the termsNote, covenants Guarantee and Transaction Documents shall have occurred and be continuing, then in every such case the entire unpaid amount due under the Note may be declared immediately due and payable at the Mortgagee’s option without prior notice. If such sums are not payable forthwith, the Mortgagee, at its sole discretion and option, may foreclose or conditions contained enforce this mortgage lien by suit in this Lease if not remedied within thirty (30) days after receipt of 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 rem in admiralty and the Mortgagee shall be necessary entitled 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 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 receivers of the Vessel and the mortgaged property and the revenues thereof. The Mortgagor shall execute any documents requested by the Mortgagee to expedite the foreclosure proceedings. The Mortgagee shall shave the right to bid or substantially all of its assets, purchase the Vessel in the foreclosure proceedings. (b) In case the Mortgagee shall have proceeded to enforce any right under this Mortgage by foreclosure and such petition proceedings have been discontinued or appointment abandoned for any reason, or if any shall have been determined adversely to the Mortgagee, then the Mortgagor and the Mortgagee shall be restored to their former positions. (c) No delay or omission of the foregoing are filed against Tenant Mortgagee in the exercise of any right or its Parentpower accruing upon any default shall impair any such right or power, or shall be construed as a waiver of any such default or acquisition herein; and every power and remedy given herein may be exercised from time to time and as often as may be deemed expedient. (d) The remedies in favor of the Mortgagee provided for herein shall not have been set aside within ninety (90) days from be construed to preclude the date of such petition or appointment, or if Tenant or its Parent 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 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 or interest of Tenant Mortgagee 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 given to trigger an event of default thereunder for hereunder from enforcing any other appropriate remedies against the same Mortgagor or the Vessel, or from proceeding by suit as the Mortgagee may consider advisable to enforce the payment or performance of any obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagesecured hereby.

Default. Upon the The occurrence of any one or more of the following events ("Event shall constitute a default and breach of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall beLease by Tenant: (ia) The vacating or abandonment of the Premises by Tenant's failure to pay when due any regularly scheduled payment of 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 (or such earlier period as set forth in this Paragraph 21(a)); (iib) Tenant's The failure by Tenant to pay when due make any other payment of Rentrent when due, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and where such failure is not cured within continues for a period of five (5) days after receipt of Notice written notice thereof from Landlordby Landlord to Tenant; (iiic) Tenant's The failure by Tenant to observe or perform any other of the termscovenants, covenants conditions or conditions contained in provisions of this Lease if not remedied within to be observed or performed by Tenant, other than the payment of money, where such failure shall continue for a period of thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice written notice thereof commence such act or acts as shall be necessary by Landlord to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, Tenant; provided, however, that if the nature of Tenant's default is such that more than 30 days are reasonably required for its cure, then Tenant shall not be deemed to be in no event shall default if Tenant commences such cure within such 30-day period extend beyond one hundred eighty (180) days after Notice thereofand thereafter diligently prosecutes such cure to completion; (ivd) if The making by Tenant of any general assignment or its Parent becomes bankrupt or insolventgeneral arrangement for the benefit of creditors, or files any debtor proceedingsthe filing by or against Tenant of a petition to have Tenant adjudged a bankrupt, or files pursuant to any statute a petition of reorganization or arrangement under any law relating to bankruptcy (unless, in bankruptcy or insolvency or for reorganizationthe case of a petition filed against Tenant, the same is dismissed within sixty (60) days), or files a petition for the appointment of a trustee or a receiver or trustee for all or to take possession of substantially all of its assets, and such petition Tenant's assets located at the Premises 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 petition or appointment, or if Tenant or its Parent 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 if Tenant's interest in this Lease where possession is attachednot restored to Tenant within thirty (30) days, seized or made subject to any the attachment, execution or other judicial seizure and of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where such seizure or attachment is not discharged within ninety thirty (9030) days; (ve) if Tenant's fails to provide insurance coverage (An assignment or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolvedsubletting, or begins proceedings toward such liquidation a purported assignment or dissolutionsubletting, 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 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 lapsedSection 13; or (xif) if any Person acquires more than 9.8% of the outstanding ownership interests in If Tenant, any of Tenant's owners or any entity in which wouldTenant has an ownership interest is a partner in the partnership entity which constitutes Landlord, in Landlord's sole but reasonable determination, adversely affect the status a failure by such partner to perform any obligation or treatment of Landlord or its Parent duty it may have as a real estate investment trust partner in such partnership. The notices required under this Section 12.1 are 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 only notices required to be given by Landlord to trigger an Tenant in the event of Tenant's default thereunder for and are not in addition to any statutory notices otherwise required by the same obligation as described above and provided such obligation is a concurrent obligation unlawful detainer statutes of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility MortgageCalifornia.

Default. Upon (a) Subject to the rights of CoBank under the CoBank Security Documents, upon the occurrence of any one a Default, National Beef may redeem from Pledgor or more sell so much of the following events Collateral as necessary to satisfy the Obligations ("Event of Default"including, without limitation, any amounts necessary to satisfy Pledgor’s obligations under the CoBank Loan Documents), Landlord providing any such redemption or sale shall have be after an appraisal of Fair Value of the Collateral as determined pursuant to Exhibit I hereto and the redemption or sale shall not be at a price less than the Fair Value. No rights and remedies of National Beef expressed hereunder are intended to be exclusive of any other right or remedy under the Cattle Agreement, but every such right or remedy shall be cumulative and shall be in addition to exercise any all other rights and remedies herein conferred, or remedies available in this Lease, conferred upon National Beef under the Cattle Agreement or now or hereafter existing at law or in equityequity or by statute. Events No delay on the part of Default National Beef in the exercise of any right or remedy shall be:operate as a waiver thereof, and no single or partial exercise by National Beef of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. No action of National Beef permitted hereunder shall impair or affect the rights of National Beef in and to the Collateral. (i) Tenant's failure The Pledgor agrees that, in any sale of any of the Collateral when a Default shall have occurred and be continuing, subject to pay when due the rights of CoBank under the CoBank Security Documents, National Beef is authorized to comply with any regularly scheduled payment limitation or restriction in connection with such sale as is necessary in order to avoid any violation of Rentapplicable law or the Operating Agreements (including, without limitation, compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications, and restrict such prospective bidders and purchasers to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral), or in order to obtain any required approval of the sale or of the purchaser by any governmental regulatory authority or official, and Pledgor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall National Beef be liable nor accountable to Pledgor for any reasonable discount allowed by the reason of the fact that such Collateral is sold in compliance with any such limitation or restriction, providing the sale price is at least Fair Value. (ii) Pledgor further agrees, after a Default shall have occurred and be continuing, and upon written request from National Beef, to (A) deliver to National Beef such information concerning Pledgor or the Collateral as National Beef shall reasonably request in connection with the sale of all or any portion of the Collateral, which information shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make such information not misleading, and (B) do or cause to be done all such other acts and things as may be necessary to make such sale of all or any portion of such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental agencies or instrumentalities, domestic or foreign, having jurisdiction over any such sale. Without limiting the foregoing paragraph, if National Beef decides to exercise its right to sell all or any of the Collateral, upon written request, Pledgor shall furnish or cause to be furnished to National Beef all such information as National Beef may request in order to qualify the Collateral as exempt securities, or the sale of such Collateral as exempt transactions, under federal and state securities laws. Nothing herein shall be construed to be Pledgor’s consent to, or any obligation to undertake, a public offering of any pledged securities. (c) For the purpose of carrying out the terms of this Agreement, Pledgor appoints National Beef, or any other sum person whom National Beef may designate, as attorney in fact, effective from the occurrence and during the continuance of money payable hereunder any Default hereunder, with power to take any and all actions and to execute any and all documents and instruments that may, in the judgment of National Beef, be necessary or desirable to accomplish the purposes of this Agreement, including but not limited to (whether as additional Rent or otherwisei) the power to pay off all obligations of Pledgor under the CoBank Loan Documents and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); terminate the CoBank Loan Documents, and (ii) Tenant's failure do any and all things necessary to pay when due carry out the purposes of this Agreement. Pledgor ratifies and approves all acts of such attorney. Neither National Beef nor any other payment of Rent, person or entity designated by it as attorney hereunder will be liable for 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 conditions contained in this Lease if not remedied within thirty (30) days after receipt of 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 omission nor for any error of judgment or mistake of facts or law. This power, being coupled with an interest, is irrevocable until this Agreement is terminated as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, herein provided, however, in no event shall such cure 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 petition or appointment, or if Tenant or its Parent 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 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 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgage.

Default. Upon 10.1 In the occurrence event that: a) the Licensee defaults in the payment of any one or more installment of the following events ("Event of Default")Fees and Charges, Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure to pay when due any regularly scheduled the payment of Rent, or any other sum of money payable hereunder under this Agreement, and such default continues for ten (whether as additional Rent 10) business days next after the giving of written notice by the Licensor to the Licensee; b) the Licensee fails to perform or otherwise) observe any of the covenants, agreements, conditions or provisos contained in this Agreement on the part of the Licensee to be performed or observed (other than the payment of the Fees and Charge, or other sum of money, or any of the covenants in Section 7), and such failure continues for or is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (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 five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days next after receipt the giving of Notice thereofwritten notice by the Licensor to the Licensee of the nature of such failure; c) the Licensee defaults in respect of any of the covenants in respect of Non- Interference in Section 7 hereof, and such failure continues for fifteen (15) days next after the giving of notice, written or otherwise, by the Licensor to the Licensee; d) the rights or interests hereby granted to the Licensee are taken in execution or attachment by any person, or the Licensee commits an act of bankruptcy, becomes insolvent or is petitioned into bankruptcy, or voluntarily enters into an arrangement with its creditors, or commences any winding up procedures; e) the Licensor discovers that the Licensee, either in its application for this Agreement or otherwise has, in the reasonable opinion of the Licensor, misrepresented or withheld any fact material to the application; or f) in the reasonable opinion of the Licensor, if the Licensee fails to make reasonable and diligent use the Licence Area for the purposes permitted herein, and such default cannot failure continues for one (1) year next after the Licensor gives written notice of the failure to the Licensee; this Agreement, at the option of the Licensor, may be cancelled, and all rights of the Licensee with respect to the Licence Area will be absolutely forfeited and will lapse. If the condition complained of (other than payment of the Fees and Charges, or other sum of money, or any covenant in respect of non-interference in Section 7, reasonably be remedied within such period, Tenant does not within requires more time to cure than thirty (30) days after Notice days, the Licensee will be deemed to have complied with the remedying thereof commence such act if the Licensee has commenced remedying or acts as shall curing the condition within the thirty (30) day period and diligently thereafter completes the same. 10.2 The Licensee will not be necessary entitled to remedy the default and shall not thereafter diligently complete such act any compensation, whether for damages or acts within a reasonable time, provided, howeverotherwise, in no event shall such cure 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 respect 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 petition or appointment, or if Tenant or its Parent 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 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 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 cancellation 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 Agreement 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 Licensor 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagethis Section 10.

Default. Upon 9. The Assignor shall be in default under this General Security Agreement upon the occurrence of any one or more of the following events events: ("Event a) the nonpayment by the Assignor, when due, whether by acceleration or otherwise, of Default")any of the Indebtedness; (b) the death or a declaration of incompetency by a court of competent jurisdiction with respect to the Assignor, Landlord shall have if an individual; (c) the right failure of the Assignor to exercise observe or perform any rights covenant, undertaking or remedies available agreement heretofore or hereafter given to the Lender, whether contained herein or not; (d) an execution or any other process of the Court becomes enforceable against the Assignor or a distress or an analogous process is levied upon the property of the Assignor or any part thereof; (e) the Assignor becomes insolvent, commits an act of bankruptcy, makes an assignment in this Leasebankruptcy or a bulk sale of its as- sets, at law any proceeding for relief as a Assignor or liquidation, re-assignment or winding-up is commenced with respect to the Assignor or an application for a bankruptcy order is filed or presented against the Assignor and is not bona fide opposed by the Assignor; (f) the Assignor ceases to carry on business; (g) any representation or warranty of the Assignor contained herein or in equity. Events any document or certificate furnished in connection herewith proves to have been untrue in any material respect at the time in respect of Default shall be:which it was made; (h) an encumbrancer, whether permitted or otherwise, takes possession of any significant portion of the Collateral; (i) Tenant's failure an order is made or legislation enacted for the expropriation, confiscation, forfeiture, escheating or other taking or compulsory divestiture, whether or not with compensation, of all or a significant portion of the Collateral unless the same is being actively and diligently contested by the Assignor in good faith, the Assignor shall have provided to pay when due any regularly scheduled payment of Rent, or any other sum of money payable hereunder (whether the Lender such security therefor as additional Rent or otherwise) it may reasonably require and such failure is not cured within five (5) days (order or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rentlegislation shall have been vacated, lifted, discharged, stayed 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; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied repealed within thirty (30) days after receipt of 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 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 petition being entered, pronounced or appointmentenacted, or if Tenant or its Parent makes an assignment for as the benefit of creditors or shall admit 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) dayscase may be; (vj) 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 the Assignor is liquidated, dissolved 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 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 corporate charter expires 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 lapsedrevoked; or (xik) if the Assignor defaults in the observance or performance of any Person acquires more than 9.8% provision relating to indebtedness of the outstanding ownership interests Assignor to any credi- tor other than the Lender and thereby enables such creditor to demand payment of such indebtedness. 10. The Lender may in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect writing waive any breach by the status or treatment Assignor of Landlord or its Parent as a real estate investment trust under the applicable provisions any of the Code. Notwithstanding provisions contained herein or any default by the foregoing, if Assignor in the observance or performance of any applicable Facility Mortgage provides for a shorter cure covenant or grace period, or does not require notice condition required by the Lender to be given observed or performed by the Assignor; provided that no act or omission by the Lender in the premises shall extend to trigger an event of or be taken in any manner whatsoever to affect any subsequent breach or default thereunder for or 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagerights resulting therefrom.

Default. Upon The provisions of Section 3 notwithstanding, in the occurrence 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 one or more of the following events ("Event of Default"), Landlord shall have the right terms and conditions stated herein; d) Failure to exercise any rights pursue a full-time program in teacher education or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure course work leading to pay when due any regularly scheduled payment of Rentteacher certification, or permanent withdrawal from college for any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a))reason; (iie) Tenant's failure 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 five (5) days after receipt of Notice thereof from Landlordbe admitted to the college’s teacher education program by the junior year; (iiif) Tenant's failure Withdrawal or expulsion from the college or university; g) Failure to perform any other notify ▇▇▇▇▇ of a change in the termsFellow’s name, covenants address, telephone number or conditions contained in this Lease if not remedied school enrollment status within thirty (30) days after receipt of 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 thereofchange; (ivh) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant Failure to any statute a petition notify ▇▇▇▇▇ 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 writing within ninety (90) days from of the date Fellow’s graduation of such petition or appointmentthe Fellow’s intentions concerning forgiveness of the indebtedness evidenced by this Note; i) Insolvency, or if Tenant or its Parent makes an assignment for the benefit of creditors or the filing of a petition in bankruptcy by or on 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 statement made or furnished to ▇▇▇▇▇ by or on behalf of the 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 holder shall admit not constitute a waiver of the right to exercise such option in writing its inability to pay its debts generally 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 they become due, a waiver of such right or if Tenant's interest in this Lease is attached, seized or made subject to of any other judicial seizure right of such holder nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion. Upon default, ▇▇▇▇▇ will notify the Fellow, in writing, of such default. The notice of default will be by certified mail, return receipt requested, and such seizure regular U.S. mail addressed to the Fellow at the last address on file with ▇▇▇▇▇. Refusal or attachment is not discharged within ninety non-delivery at that address shall be deemed delivery after seven (907) 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. Upon default, or begins proceedings toward such liquidation or dissolution▇▇▇▇▇ may disclose that the Fellow has defaulted, oralong with other relevant information, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate 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 surety 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagecredit bureau organizations.

Default. Upon the occurrence of any one or more of the The following events ("Event shall be deemed to be events of Default"), Landlord shall have the right to exercise any rights or remedies available in default under this Lease, at law or in equity. Events of Default shall be: (ia) Tenant's failure Tenant shall fail to pay when due any regularly scheduled payment sum of Rentmoney becoming due to be paid to Landlord hereunder, whether such sum be any installment of the rent herein reserved, any other amount treated as additional rent hereunder, or any other payment or reimbursement to Landlord required herein, whether or not treated as Additional Rent hereunder, and such 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 payable hereunder (whether as additional Rent or otherwise) becoming due to be paid to Landlord hereunder, and shall not cure such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (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 five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt by Tenant of Notice thereof, or, written notice thereof provided that if such default failure to comply cannot reasonably be remedied cured within such periodthirty (30) days, Tenant does shall not be in default hereunder so long as Tenant initiates such, compliance within thirty (30) days after Notice thereof commence and pursues such act compliance diligently to completion thereafter; or (c) Tenant shall abandon or acts as vacate any substantial portion of the Premises; or uses or occupies the Premises in a manner or for such a purpose which is not consistent with the approved Use, 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 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 necessary levied upon under execution or be attached by process of law or Tenant shall fail to remedy 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 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 continue for twenty (18020) days after Notice thereof;receipt of written notice thereof by Tenant; or (ivf) if Tenant or its Parent becomes bankrupt or shall become 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 petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, file a petition in bankruptcy or if Tenant's interest a petition to take advantage of any insolvency statute, make an assignment for the benefit of creditors, make a transfer in this Lease is attachedfraud of creditors, seized apply for or made subject consent to the appointment of a receiver of itself or of the whole or any substantial part of its property, or file a petition or answer seeking reorganization or arrangement under the federal, bankruptcy laws, as now in effect or hereafter amended, or any other judicial seizure and such seizure applicable law 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 statute of the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property United States 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 lapsedstate thereof; or (xig) if any Person acquires more than 9.8% A court of competent jurisdiction shall enter an order, judgment or decree adjudicating Tenant a bankrupt, or appointing, a receiver of Tenant, or of the outstanding ownership interests in whole or any substantial part of its property, without the consent of Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment approving a petition filed against Tenant seeking reorganization or arrangement of Landlord or its Parent as a real estate investment trust Tenant under the applicable provisions bankruptcy laws of the Code. Notwithstanding the foregoingUnited States, if any applicable Facility Mortgage provides for a shorter cure as now in effect or grace periodhereafter amended, or does any state thereof and such order, judgment or decree shall not require notice to be given to trigger an event vacated or set aside or stayed within thirty (30) days from the date of default thereunder for entry thereof; or (h) Any of the same obligation as events described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice in subparagraphs (or lack thereoff) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so (g) immediately above occur as to comply with the terms any guarantor or surety of the Facility MortgageTenant’s performance under this Lease, or such guarantor or surety defaults on any provision under its guaranty or suretyship agreement, and Tenant fails, within thirty (30) days of such event, to provide equivalent, alternative security reasonably acceptable to Landlord.

Default. Upon the The occurrence of any one or more of the following events shall constitute an event of default on the part of Tenant ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be:): (ia) The abandonment of the Premises by Tenant's failure ; (b) Failure to pay when due any regularly scheduled payment installment of Base Rent, Additional Rent or any other sum monies due and payable hereunder, said failure continuing for a period of money payable hereunder (whether as additional Rent or otherwise) and such failure 3 days after the same is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a))due; (iic) Tenant's failure to pay when due any other payment of Rent, A general assignment by Tenant or any other sum guarantor for the benefit 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 Landlordcreditors; (iiid) Tenant's failure to perform any other The filing of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of 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 Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a voluntary petition in bankruptcy by Tenant or insolvency any guarantor, the filing of a voluntary petition for an arrangement, the filing of a petition, voluntary or involuntary, for reorganization, or files a the filing of an involuntary petition for by Tenant's creditors or guarantors; (e) Receivership, attachment, of other judicial seizure of the appointment of a receiver Premises 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 petition or appointment, or if Tenant or its Parent 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 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) daysassets on the Premises; (vf) if Tenant's fails Failure of Tenant to provide maintain insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunderas required by Paragraph 8.2; (vig) if Any breach by 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 assetscovenants under Paragraph 6.2; (viih) if a Change of Control occurs or the estate or interest of Tenant Failure in the Leased Property performance of any of Tenant's covenants, agreements or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached obligations hereunder (except those failures specified as events of Default in any proceeding in violation of the terms other Paragraphs of this LeaseParagraph 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 period despite reasonable diligence, Tenant shall not be in default under this subparagraph unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereoffails thereafter diligently and continuously to prosecute the cure to completion; (viiii) if there has been Any transfer of a final unappealable determination by any Government Agency substantial portion of the revocation assets of Tenant, or limitation any incurrence 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 obligation by Tenant, unless such transfer 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 obligation is undertaken 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 incurred in the ordinary course of Tenants business on customary trade termsor in good faith for equivalent consideration, or with Landlord's consent; and (j) or The default of any guarantors of Tenant's obligations hereunder under 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 periodthis Lease, or does not require notice to be given to trigger an event the attempted repudiation or revocation of default thereunder for the same obligation as described above and provided any such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgageguaranty.

Default. Upon Borrower shall be in default under this Agreement and under any other agreement with the occurrence Lender upon the happening of any one or more of the following events or conditions, without demand or notice from Lender (unless otherwise provided by law) (each, an "Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be:): (i1) Tenant's failure Failure of Borrower to pay when due any regularly scheduled payment Obligation, whether by maturity, acceleration or otherwise under this Agreement, the Notes or any of Rentthe other Loan Documents. (2) Except with respect to the obligations of Borrower set forth in Section 6.10 and Section 6.18 of this Agreement, failure of Borrower to perform, or breach of, any other sum of money payable hereunder (whether as additional Rent its agreements, warranties or otherwise) representations set forth in this Agreement and such breach or failure is not cured within continues for a period of five (5) days 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 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. (3) Failure of the Borrower to perform, or such earlier period as breach of, any of its agreements, warranties or representations set forth in Section 6.10 and Section 6.18 of this Paragraph 21(a))Agreement; (ii4) Tenant's failure Failure of the Borrower to pay when due any other payment of Rentperform, or a breach of, any other sum of money payable hereunder (whether as additional Rent its agreements, warranties or otherwise) representations set forth in any of the Loan Documents and such failure is not cured within or breach continues for a period of five (5) days after receipt of Notice thereof from Landlordthereafter; (iii5) TenantBorrower'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 termsCollateral in excess of reasonably expected recoveries under insurance policies, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt the making of Notice thereofany levy on, 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 seizure or attachment of a material portion of 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 thereofCollateral; (iv7) if Tenant or its Parent becomes bankrupt or insolventDissolution, or files any debtor proceedingsliquidation, or files pursuant to any statute a petition in bankruptcy or termination of existence, insolvency or for reorganization, business failure of the Borrower or files a petition for the appointment of a custodian or receiver of any part of Borrower's property, or trustee an assignment or trust mortgage for all the benefit of creditors by Borrower, or substantially all the recording or existence of its assetsany lien for unpaid taxes, and such petition or appointment the commencement of any proceeding under any bankruptcy or if insolvency laws by or against Borrower, or service upon the Lender of any writ, summons, or process designed to affect any account or property of Borrower or a declaration of intent by Borrower to effect any of the foregoing are filed foregoing; or (8) The institution by or against Tenant Borrower or its Parentany indorser or guarantor of any Note of any proceedings under the United States Bankruptcy Code or any other federal or state bankruptcy, shall not have been set aside within ninety (90) days from reorganization, receivership, insolvency or other similar law affecting the date rights of such petition creditors generally or appointment, the making by the Borrower or if Tenant any indorser or its Parent makes guarantor of any Note of an assignment or trust mortgage for the benefit of creditors or shall admit in writing its inability a declaration of intent by the Borrower to pay its debts generally as they become due, or if Tenant's interest in this Lease is attached, seized or made subject to effect 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 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgage.

Default. Upon the occurrence of any one or more Event of Default (defined below), ALS Holdings shall 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, Landlord and in connection therewith, PSLT-ALS Holdings shall have the right to exercise any rights or remedies available in this LeaseAgreement, at law or in equity. Events of Default shall be: (i) Tenant's Any default by any of the Alterra Lessees under the terms of their respective Property Leases with the Provident Lessors, and the continuation of such default beyond any applicable notice and cure period therefor; (ii) ALS Holdings' failure to pay when due hereunder any regularly scheduled payment of Rent, or any other sum of money payable hereunder the Alterra Rent Payments (whether as additional Rent due to a Wrongful Distribution or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (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 five (5) days after receipt of Notice thereof from LandlordBusiness Days; (iii) Tenant's ALS Holdings' failure to perform any other of the terms, covenants or conditions contained in this Lease Agreement if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant 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 Tenant (w) ALS Holdings or its Parent 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, and such petition or appointment or if (x) any of the foregoing are filed against Tenant ALS Holdings or its Parent, 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 if Tenant (y) ALS Holdings or its Parent 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 if Tenant(z) ALS Holdings' or Guarantor's interest in this Lease 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 Tenant's fails to provide insurance coverage (either of ALS Holdings or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent Guarantor is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, or in any manner, manner permits the sale or divestiture of substantially all of its assets; (vi) a default occurs under Paragraph 6; (vii) if a Change of Control occurs or the estate 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 hereofIntentionally Deleted; (viii) if there has been a final unappealable determination 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 Government Agency of material respect on the revocation or limitation of any license, permit, certification or approval required for date when made and 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 same has a material adverse affect effect on the use financial condition of ALS Holdings or operation of ALS Holdings' ability to perform under this Agreement or the Leased PropertyLease Guaranty (as defined in the Property Leases); (ix) if Tenant voluntarily ceases operation any material representation or warranty made by or on behalf of Guarantor under the Leased Property for its Intended Use, except as Guaranty shall prove to have been false or misleading in any material respect on the date when made and the same has a result material adverse effect on the financial condition of Casualty Guarantor or partial or complete CondemnationGuarantor's ability to perform under the Guaranty; (x) if Tenant fails to pay for money borrowed Intentionally Deleted; (xi) the issuance or for the deferred purchase price entry against Guarantor of any material property final, unappealable award or services judgment (excluding trade accounts payable after any applicable appeal periods have expired) in the ordinary course an amount of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two One Million Six Hundred Fifty Thousand Dollars ($250,000)1,600,000.00) or more, and the same be declared such award or judgment shall continue unsatisfied and in effect for a period of ten (10) consecutive days without ALS Holdings demonstrating, to be PSLT-ALS Holdings' reasonable satisfaction, that an insurance policy exists that would cover such award 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 lapsedjudgment; or (xixii) Intentionally Deleted; or (xiii) if Guarantor fails to perform any Person acquires more than 9.8% of the outstanding ownership interests terms, covenants or conditions contained 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 Guaranty beyond 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 provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions periods set forth abovetherein. Notwithstanding anything to the contrary set forth in this Section 7(a), it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with any Facility that is encumbered by one or more Facility Mortgages (any such encumbered Facility, an "Applicable Facility" and each Facility Mortgage encumbering the terms of 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 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 not constitute an Event of Default, unless the holders of each Applicable Facility Mortgage (if any) encumbering the Applicable Facility consents in writing to such default's constituting an Event of Default.

Default. Upon A Default shall be deemed to have occurred hereunder upon the occurrence happening of any one or more of the following events following: ("Event of Default"), Landlord a) Client shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure fail to pay as and when due any regularly scheduled payment amount owed to Factor; (b) any Amended and Restated Factoring and Security Agreement - ▇▇▇▇▇ Instruments Corp. Obligor shall breach any covenant, warranty or representation set forth herein or in any Factoring Document or same shall be untrue when made; (c) any Obligor becomes insolvent in that its debts are greater than the fair value of Rentits assets or is unable to pay its debts as they mature, or admits in writing that it is insolvent or unable to pay its debts, makes an assignment for the benefit of creditors, makes a conveyance fraudulent as to creditors under any state or federal law, or a proceeding is instituted by or against any Obligor alleging that such Obligor is insolvent or unable to pay debts as they mature, or a petition under any provision of Title 11 of the United States Code, as amended, or any other sum state insolvency proceeding is filed by or against any Obligor; (d) any involuntary lien, garnishment, attachment or the like shall be issued against or shall attach to the Accounts, the Collateral or any portion thereof and the same is not released within ten (10) days; (e) any Obligor suffers the entry against it for a final judgment for the payment of money payable hereunder (whether as additional Rent or otherwise) and such failure in excess of $100,000.00, unless the same is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (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 five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied discharged within thirty (30) days after receipt of 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 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 entry thereof or an appeal or appropriate proceeding for review thereof is taken within such petition periods and a stay of execution pending such appeal is obtained; (f) any report, certificate, schedule, financial statement, profit and loss statement or appointmentother statement furnished by Client, or if Tenant by any Obligor or other person on behalf of Client, to Factor is not true and correct in any material respect; (g) Obligor shall have a federal or state tax lien filed against any of its Parent makes an assignment for the benefit of creditors properties, or shall admit in writing its inability fail to pay its debts generally as they become any federal or state tax when due, or if Tenant's interest shall fail to file any federal or state tax form as and when due; (h) a material adverse change shall have occurred in this Lease is attachedObligor’s financial conditions, seized business or made subject to operations; (i) any other judicial seizure and such seizure or attachment is not discharged within ninety suspension of the operation of Obligor’s present business; (90j) 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 dissolveddissolution, merger, or begins proceedings toward such liquidation consolidation of any Obligor that is a corporation, partnership or dissolutionlimited liability company; (k) transfer of a substantial part (determined by market value) of the property of any Obligor; (l) sale, ortransfer or exchange, in either directly or indirectly, of a controlling stock or equity ownership interest of any mannerObligor; (m) termination, permits unenforceability or withdrawal of any guaranty for the sale Obligations, or divestiture failure of substantially all any Obligor to perform any of its assets; obligations under such a guaranty or assertion by any Obligor that it has no liability or obligation under such a guaranty, (viin) if a Change default or event of Control occurs or the estate 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 default shall occur under 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 agreement between Client 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 periodFactor, or does not require notice (o) Client shall breach any covenant or fail to be given to trigger an event of default thereunder for the same obligation as described above perform any covenant in any agreement between Client and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility MortgageFactor. .

Default. Upon the The occurrence of any one or more of the following events ("shall con- stitute an Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be:hereunder. (iA) Tenant's failure Seller fails to pay any amount owed to Buyer as and when due due; (B) There shall be commenced by or against Seller any regularly scheduled payment of Rentvoluntary or involuntary case under the United States Bankruptcy Code, or any other sum assignment for the benefit of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rentcreditors, 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; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of 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 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 custodian for all or substantially all any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall Seller is generally not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors or shall admit in writing its inability to pay paying its debts generally as they become duedue or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or if Tenant's interest in this Lease is attachedrep- resentation set forth herein, seized or made subject to any other judicial seizure and such seizure or attachment the same is not discharged cured to Buyer's satisfaction within ninety ten (901 0) days; days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (vF) 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 Seller is liquidated or dissolvednot in compliance with, or begins proceedings toward such liquidation otherwise is in default under, any term of any document, instrument or dissolutionagreement evidencing a debt, orobligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any mannerdivision or affiliate of Silicon Valley Bank, permits regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof (G) An event of default shall occur under any guaranty executed by any guarantor of the sale or divestiture Obligations of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property Seller to Buyer under this Agreement, or any material part thereof is voluntarily provision of any such guaranty shall for any reason cease to be valid or involuntarily transferredenforceable or any such guaranty shall be repudiated or terminated, assigned, conveyed, levied upon including by operation of law; (H) A default or attached in event of default shall occur under any proceeding in violation agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagesuch subordination agreement.

Default. Upon the occurrence of If any one or more of the following events ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall beoccur: (ia) Tenant's failure 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 regularly scheduled payment of Rent, interest on any Loan or any fee or any other sum amount (other than an amount referred to in clause (a) of money this Section) payable hereunder (whether under this Agreement, when and as additional Rent or otherwise) the same shall become due and payable, and such failure is not cured within shall continue unremedied for five (5) days (or such earlier period as set forth in this Paragraph 21(a))Business Days; (iic) Tenant's failure to pay when due any other payment representation or warranty made or deemed made by or on behalf of Rent, the Borrower or any Subsidiary in or in connection with this Agreement or any other sum of money payable Loan Document or any amendment or modification hereof or thereof or waiver hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice 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 from Landlordor waiver hereunder or thereunder, shall prove to have been materially incorrect when made or deemed made; (iiid) Tenant's failure the Borrower shall fail to observe or perform any other of the termscovenant, covenants condition or conditions agreement contained in this Lease if not remedied within thirty (30) days after receipt of 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 Agreement 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 thereofany other Loan Document; (ive) if Tenant 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 respect of the Borrower or any Subsidiary or its Parent becomes bankrupt or insolventdebts, or files of a substantial part of its assets, under any debtor proceedingsFederal, state or files pursuant to any statute a petition foreign bankruptcy, insolvency, receivership or similar law now or hereafter in bankruptcy effect or insolvency or for reorganization, or files a petition for (ii) the appointment of a receiver receiver, trustee, custodian, sequestrator, conservator or trustee similar official for all the Borrower or substantially all any Subsidiary or for a substantial part of its assets, and and, in any such case, such proceeding or petition shall continue undismissed for 60 days or appointment an order or if decree approving or ordering any of the foregoing are shall be entered; (h) the Borrower or any Subsidiary shall (i) voluntarily commence any proceeding or 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 institution of, or 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 Tenant or its Parentit in any such proceeding, shall not have been set aside within ninety (90v) days from the date of such petition or appointment, or if Tenant or its Parent makes an make a general assignment for the benefit of creditors 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 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; (vj) if Tenant's fails 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 any action shall be legally taken by a judgment creditor to provide insurance coverage (attach or allows levy upon any assets of the Borrower or any Subsidiary to enforce any such coverage to be canceled or lapse) pursuant to its obligation hereunderjudgment; (vik) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, oran ERISA Event shall have occurred that, in any mannerthe opinion of the Required Lenders, permits when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability of the sale or divestiture of substantially all of Borrower and its assetsSubsidiaries in an aggregate amount exceeding $1,000,000; (viil) if a Change of in Control occurs or the estate 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 hereofshall occur; (viiim) if there has been a final unappealable determination by any Government Agency ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall cease to be involved in the management of the revocation or limitation Borrower for any period of any licensetime in excess of 90 consecutive days, permit, certification or approval required for provided that during such 90-day period the lawful operation of the Facility in accordance Borrower shall diligently proceed to replace such Person 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 an individual having comparable qualifications and experience as such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased PropertyPerson; (ixn) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete CondemnationMaterial Adverse Effect shall occur; (xo) if Tenant fails this Agreement or any other Loan Document shall cease to pay be in full force and effect or shall be declared 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 the Borrower or any Guarantor shall deny that it has any further liability or obligation under any of the Loan Documents, or any Lien created by the Loan Documents shall for money borrowed 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 for any Subsidiary, or any of their properties, revenues or assets shall become subject to an order of forfeiture, seizure or divestiture and the deferred purchase price same shall not have been discharged within 30 days from the date of any material property or services entry thereof. then, and in every such event (excluding trade accounts payable other than an event with respect to the Borrower described in the ordinary course of business on customary trade termsclause (g) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000h) of this Section), and at any time thereafter during the continuance of such event, 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 case any principal not so declared to be due and payable may thereafter be declared to be or due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable prior immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the stated maturity thereof Borrower described in clause (g) or (h) of this Section, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all applicable notices with respect thereto have been given fees and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% other obligations of the outstanding ownership interests 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 other formalities of any kind, all of which are hereby waived by the Borrower. If any Event of Default shall occur and be continuing, the Administrative Agent may exercise all rights and remedies available to it in Tenantlaw or in equity, 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 Loan Documents, or otherwise, including, without limitation, the right to foreclose or otherwise enforce any Lien granted to the Administrative Agent for the benefit of itself and the Lenders to secure payment and performance 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility MortgageObligations.

Default. Upon the occurrence of any one or more of the (a) The following events ("Event shall be deemed to be events of Default"), Landlord shall have the right to exercise any rights or remedies available in default by Tenant under this Lease, at law or in equity. Events of Default shall be: : (i) Tenant's failure Tenant shall fail to pay when due any regularly scheduled payment installment of Rent, Rent or any other sum of money payable hereunder (whether as additional Rent charge or otherwise) and such failure is not cured assessment against Tenant pursuant to the terms hereof within five (5) days (or following written notice by Landlord to Tenant of its failure to pay such earlier period as set forth installments, provided that Landlord shall not be obligated to send to Tenant such written notice more often than twice in this Paragraph 21(a)); 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's failure to pay when due any , other than the payment of Rent, the Rent or any other sum of money charge or assessment payable hereunder (whether as additional Rent or otherwise) by Tenant, and shall not cure such failure is not cured within five twenty (520) days after receipt of Notice notice thereof from Landlord; to Tenant; (iii) Tenant's failure to perform Tenant or any other guarantor of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of 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 make a reasonable time, provided, however, in no event shall such cure 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 petition or appointment, or if Tenant or its Parent makes an general assignment for the benefit of creditors creditors, or shall admit in writing its inability to pay its debts generally as they become due, or if Tenant's interest shall file a petition in bankruptcy, or shall be adjudicated as bankrupt or insolvent, or 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 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 appointed for the Demised Premises or for all or substantially all of the assets of Tenant or of any guarantor of this Lease (unless such receiver is attachedremoved 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, seized 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 diligently pursues said cure to completion. (b) Upon the occurrence of any of the aforesaid events of default, Landlord shall have the option to pursue any one or made subject more of the following remedies without any notice or demand whatsoever: (i) terminate this Lease, in which event Tenant shall immediately surrender the Demised Premises to Landlord and if Tenant fails to do so, Landlord may without prejudice to any other judicial seizure remedy which it may have for possession or arrearages in Rent, 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, 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 seizure termination, whether through inability to relet the Demised Premises on satisfactory terms or attachment is not discharged within ninety otherwise; (90ii) days; (v) if terminate Tenant's fails to provide insurance coverage right of possession (but not this Lease) and enter upon and take possession of the Demised Premises and expel or allows 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 coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolvedalterations, or begins proceedings toward such liquidation or dissolution, orredecorations and repairs as, in any mannerLandlord's judgment, permits may be necessary to relet the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or Demised Premises, and Landlord may, but shall be under no obligation to do so, relet the estate or interest of Tenant in the Leased Property Demised Premises or any material part portion thereof in Landlord's or Tenant's name, but for the 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 amounts 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 voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of obligated to do under the terms of this Lease; and Tenant agrees to reimburse Landlord on demand for any expenses including, unless 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 contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination terminated 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 Landlord as a result of Casualty or partial or complete Condemnation; the occurrence of an event of default, Landlord may declare due and payable immediately an amount determined as follows: (x) if Tenant fails to pay for money borrowed or for the deferred purchase price entire amount 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), Rent and the same be declared to be or other charges and assessments which would have become due and payable prior 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 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% reletting of the outstanding ownership interests in TenantDemised Premises, which wouldminus (z) the market rental value of the Demised Premises for the remainder of the Lease Term, in based on Landlord's sole but reasonable determination, adversely affect determination of both future rental value and the status probability of reletting the Demised Premises for all or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions part of the Coderemaining Term, discounted to present value by using a discount factor of eight percent (8%) per annum. Notwithstanding the foregoing, if any applicable Facility Mortgage provides Such payment shall not constitute a penalty or forfeiture but shall constitute liquidated damages 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 provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as Tenant's failure to comply with the terms and provisions of this Lease (Landlord and Tenant agreeing that Landlord's exact damages in such event are impossible to ascertain and that the amount set forth above is a reasonable estimate thereof). For purposes of 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 this Lease) constituted the balance of the Facility MortgageLease Term from the date of the termination of this Lease.

Default. Upon the occurrence of Section 22.01. If any one or more of the following events ("Event shall occur, Tenant shall be deemed in default of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (ia) Tenant's failure if Tenant shall fail to pay when due any regularly scheduled payment of Rent, Rent or any other sum of money when and as the same becomes due and payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five shall continue for more than ten (510) days days; (or such earlier period as set forth in b) if Tenant shall fail to perform any of the other duties required to be performed by Tenant under this Paragraph 21(a)); (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) Lease 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 conditions contained in this Lease if not remedied within shall continue for more than thirty (30) days after receipt of Notice thereofwritten notice thereof from Landlord; provided, orhowever, that if such default cannot reasonably be remedied performed within such period, Tenant does not within thirty (30) days after Notice thereof commence day period, Tenant shall have such act or acts additional time as shall be is reasonably necessary to remedy the default and shall not thereafter diligently complete perform such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty duty; (180) days after Notice thereof; (ivc) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute shall make 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 petition or appointment, or if Tenant or its Parent makes an general assignment for the benefit of creditors or shall creditors, admit in writing its inability to pay its debts generally 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 petition seeking any reorganization, receivership, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation. Section 22.02. In the event of default, to the extent not prohibited by applicable law it will be lawful for the Landlord thereupon, or at any time thereafter, upon written notice of termination to Tenant, and with or without process of law (forcibly if Tenantnecessary) enter into and upon the Premises or any part thereof in the name of the whole or mail a notice of termination addressed to Tenant at the Premises, and repossess the same as of Landlord's interest in former estate and expel 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 prejudice 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 is attachedshall terminate, seized 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 made subject 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 other judicial seizure provision contained in Section 22.01, Tenant shall nevertheless remain liable for all Rent then due 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 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 payable hereunder as of the terms date of the termination of this Lease, unless Tenant is contesting together with all damages due or sustained by Landlord prior to such lien termination or attachment arising as a result of events or conditions occurring or in good faith existence during the term hereof and prior to or after such termination, and all reasonable costs, fees and expenses incurred by Landlord in accordance 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 Paragraph 26 hereof;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: (viiia) 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 there has been 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 final unappealable determination 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 prove for and obtain in proceedings under any federal or state laws relating to bankruptcy or insolvency or reorganization or arrangement by reason of the termination of this Lease, an amount equal to the maximum allowed by any Government Agency statute or rule of law in effect at the revocation time when, and governing the proceedings in which, the damages are to be proved, whether or limitation not the amount be greater than the amount 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 damages referred to above. Section 22.06. Any and all rights and remedies which Landlord may have under this Lease, and at law and equity, shall be cumulative and shall not be deemed inconsistent with each other, and any two or more of all such rights and remedies may be exercised at the same time insofar as permitted by law. Section 22.07. The waiver by either party of any licensedefault shall not be deemed to be a waiver of any subsequent default under the same, permit, certification or approval under any other circumstances term, 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 which any term, covenant or condition of this Lease, other than the failure of Tenant or is required to cease its operation pay the particular Rent so accepted, regardless of the Facility in accordance with its Intended Use Landlord's knowledge of such preceding default at the time of acceptance 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility MortgageRent.

Default. (a) The following events shall be deemed to be events of default (herein so called) by Tenant under this Lease: (i) Tenant shall fail to pay any rental or other sum payable by Tenant hereunder 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 in any twelve (12) month period; (ii) Tenant shall fail to comply with any other provision, condition or covenant of this Lease and any such failure is not cured within thirty (30) days after Landlord gives written notice of such failure to Tenant (or if such failure is not capable of being cured within such 30 day period, the cure is not commenced within 30 days and diligently pursued to 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 a period of sixty (60) days after its entry), or 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 (vii) a receiver or trustee shall be appointed for Tenant or any guarantor of this Lease or for any of the assets of Tenant or any guarantor of this Lease. (b) Upon the occurrence of any event of default, Landlord shall have the option to do any one or more of the following events without any further notice or demand, in addition to and not in limitation of any other remedy permitted by law or by this Lease: ("Event i) Enforce, by all legal suits and other means, its rights hereunder, including the collection of Default")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 new tenant upon reletting. Landlord shall use reasonable efforts to mitigate damages by reletting the Premises. Landlord shall have the right at any time to demand final settlement. Upon demand for a final settlement, Landlord shall have the right to exercise any rights or remedies available in this Leasereceive, at law or in equity. Events of Default shall be: (i) and Tenant hereby agrees to pay, as damages for Tenant's failure to pay when due any regularly scheduled payment of Rent’s breach, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (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 five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained difference between the total rental provided for in this Lease if not remedied within thirty (30) days after receipt for the remainder of Notice thereof, or, if such default cannot reasonably be remedied within the Lease Term and the reasonable rental value of the Premises for 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 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 petition or appointment, or if Tenant or its Parent 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 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 difference to be canceled or lapsediscounted 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) pursuant when the parties to its obligation hereunder; a contract have not agreed on any particular rate of interest (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in the absence of such law, at the rate of 6% per annum). Tenant agrees to reimburse Landlord immediately upon demand for any mannerreasonable expenses which Landlord may incur in its actions pursuant to this Subparagraph, permits and Tenant further agrees that Landlord shall not be liable for damages resulting to Tenant from such action unless caused by the sale negligence of Landlord. In addition to all remedies specified above, if Tenant is delinquent in rentals or divestiture other monetary payments due under the Lease, Landlord may enter upon the Premises and change, alter, or modify the door locks on all entry doors of substantially the Premises, and 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 of its assets; (vii) if a Change of Control occurs or the estate or interest 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 Tenant in from the Leased Property Premises pursuant to the immediately preceding sentence shall not constitute a permanent exclusion of Tenant from the Premises or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms a termination of this LeaseLease unless Landlord so notifies Tenant in writing; moreover, unless Tenant is contesting such lien Landlord shall not be obligated to place a written notice on the Premises on the front door thereof explaining Landlord’s action 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 stating the revocation name, address or limitation telephone number of any licenseindividual or company from which a new key may be obtained. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, permitMARKED BY BRACKETS, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any licenseHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility MortgageAS AMENDED.

Default. Upon the occurrence of any one or more 18.1 With respect to all payments required to be made by GTE hereunder, including, without limitation, payment of the following events ("Event of Default")IRU Fee and all other amounts payable by GTE hereunder, Landlord in the event GTE shall have fail to make a payment by the right to exercise any rights or remedies available in this Leasedate due and payable hereunder, at law or in equity. Events of Default shall be: from and after such date, (i) Tenant's 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 GTE, and the amount thereof is not in bona fide dispute, then QWEST may, in its sole and absolute discretion and in addition to its other rights and remedies hereunder, after ten (10) days prior written notice to GTE and the failure of GTE to pay when due such amount within such ten-day period, terminate any regularly scheduled 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 GTE hereunder with respect to such Segment or Segments toward the payment of Rent, or any other sum amounts then or thereafter payable by GTE hereunder. With respect to all of money payable hereunder (whether as additional Rent or otherwise) its other obligations hereunder, in the event GTE shall fail to perform a non-payment obligation and such failure is not cured within five (5) days (or such earlier shall continue for a period as set forth in this Paragraph 21(a)); (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 five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt QWEST shall have given GTE written notice of Notice thereofsuch failure, 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 GTE 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;in (iva) 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 petition or appointment, or if Tenant or its Parent 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 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 With respect to its obligation hereunder; (vi) if Tenant to complete the construction, installation, and satisfactory Fiber Acceptance Testing of the GTE 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 event or its Parent occurrence that 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 reasonably likely to cause a Change of Control occurs or the estate or interest of Tenant delay in the Leased Property or any material part thereof is voluntarily or involuntarily transferreddelivery of a Segment hereunder, 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 any force majeure event or partial other occurrence described in Article XX or complete Condemnation; otherwise, can be terminated, resolved or avoided, and to cause the construction, installation and delivery of the Segment to be completed in the most expeditious and practical manner feasible under the circumstances. Accordingly, within three (x3) if Tenant fails months following its discovery of an event or occurrence that QWEST reasonably believes is likely to pay for money borrowed cause (i) an extension of the Estimated Delivery Date of one hundred twenty (120) days or more pursuant to Article XX or (ii) a Delivery Default (as defined pursuant to Section 18.2(d) below), QWEST shall give written notice to GTE of such event or occurrence. Thereupon, each of QWEST and GTE (i) will designate a senior executive officer with decision-making authority and familiarity with this Agreement and the relevant issue hereunder, and (ii) may designate one technical representative and one financial representative, to participate in the following resolution efforts. Each of such 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 affected Segment, the reason or reasons for the deferred purchase price of any material property anticipated Estimated Delivery Date extension or services (excluding trade accounts payable in Delivery Default, various possible and practical means by which the ordinary course of business on customary trade termsevent(s) or any guaranty relating thereto whichoccurrence(s) causing such anticipated Estimated Delivery Date extension or Delivery Default might be terminated, in the aggregateavoided or resolved, exceeds Two Hundred Fifty Thousand Dollars ($250,000)including, and the same be declared to be or become due and payable prior without limitation, possible modifications to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace route, selection of right-of-way, or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% manner of construction of the outstanding ownership interests in Tenantaffected Segment, 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgage.and

Default. Upon A. Landlord may terminate the occurrence 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 performance of any one or more covenant of this lease (except the following events ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure to pay when due any regularly scheduled payment of Rentrent), or any other sum of money payable hereunder (whether as additional Rent rule or otherwise) and such failure is not cured within five (5) days (or such earlier period as regulation hereinafter set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rentforth, 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; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereofwritten notice thereof from Landlord, or, or if such default cannot reasonably be remedied completely cured in such time, if Tenant shall not promptly proceed to cure such default within such period, Tenant does not within said thirty (30) days after Notice thereof commence such act days, or acts as shall be necessary to remedy the default and shall not thereafter diligently complete the curing of such act default with due diligence; or acts within a reasonable time(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]), provided, however, in no event shall such cure 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 shall be filed by 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 petition or appointment, or if Tenant or its Parent makes an shall make a general assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become duecreditors, or receive the benefit of any insolvency or reorganization act; or (e) if a receiver or trustee is appointed for any portion of Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure ’s property and such seizure appointment is not vacated within twenty (20) days; or (f) if an execution or attachment is not discharged within ninety 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 (90) days; (vg) if the premises become and remain vacant or deserted for a period over ten (10) days following Tenant's fails ’s initial move-in; or (h if Tenant shall fail to provide insurance coverage move into or take possession of the premises within fifteen (15) days after commencement of the term of this lease; or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vii) if Tenant shall have made a material misrepresentation herein; or its Parent is liquidated (j) there shall occur any breach of Section 1.B hereof or dissolvedany equity owner, member, manager, director, executive officer or begins proceedings toward such liquidation or dissolution, or, other principal of Tenant engaging in any manneractivity or conduct described in items (i) and (ii) of Section 1.B hereof. Notwithstanding anything herein to the contrary set forth, permits Tenant shall not commit waste or cause any damage to any portion of the sale Building irrespective of whether within or divestiture without the demised premises. The willful infliction of substantially all of its assets; (vii) if a Change of Control occurs damage on any property or the estate intentional or interest 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 Leased Property or preceding paragraph without the need for any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation further act and thereupon this lease shall terminate as completely as if that were the date originally fixed for the expiration of the terms term of this Leaselease; but Tenant shall remain liable as hereinafter provided, unless Tenant is contesting such lien and Landlord may institute summary or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency other proceedings to repossess the premises or re-enter and take possession of the revocation or limitation premises by the exercise 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 self-help (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 termshereby expressly consents to) or any guaranty relating thereto whichother 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 the aggregatethis lease’s resort are not restricted to their technical legal meanings and include, 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 without limiting the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace periodLandlord’s right to self-help, or does not require notice to be given to trigger an event self-help being expressly permitted hereby. C. Tenant acknowledges and agrees that all notices of default thereunder and demands for the same payment of rent or performance of any other obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as sent or delivered to comply the demised premises, together with the terms 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 Facility Mortgagedemised 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. Upon the occurrence and during the continuance of any one or more of the following events (each, an "Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall beconsist of: (i) Tenant's failure to pay when due any regularly scheduled payment of 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 (or 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 Rent, or any other sum of money payable hereunder (whether as additional 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 occurred under this Paragraph 21(a)(ii), 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; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of 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 Tenant Tenant, Lease Guarantor or its Parent 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, and such petition or appointment or if (x) any of the foregoing are filed against Tenant Tenant, Lease Guarantor or its ParentGuarantor, and such petition or appointment shall not have been set aside within ninety (90) days from after the date of such petition or appointment, or if Tenant (y) Tenant, Lease Guarantor or its Parent 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 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's Tenant fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant any of Tenant, Lease Guarantor or its Parent 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 Change of Control default occurs or the estate 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 under Paragraph 26 hereof15; (viii) if (x) there has been a final 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 any of the Facility Facilities in accordance with its Intended Use Use, or the loss or limitation of (y) any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its for the lawful operation of any of the Facility in accordance with its Intended Use at the time Facilities is materially limited and, as a result of such loss or limitation and such event or failure has limitation, Tenant experiences a material adverse affect effect on the use or operation of the Leased PropertyProperties, taken as a whole, for their respective Intended Use; (ix) if Tenant voluntarily ceases operation of any of the Leased Property Properties 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgage.Intentionally Omitted;

Default. Upon the occurrence of any one or more 20.1 Each of the following events (shall constitute, and is hereinafter referred to as, an "Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (ia) Tenant's failure to pay when due any regularly scheduled payment of 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 money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within Default shall be deemed to have occurred unless the subject default continues for a period of five (5) 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 (or such earlier period as set forth in this Paragraph 21(a))20) days after Landlord delivers notice thereof to Tenant; (iib) 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) observe 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 provision, term or covenant of the terms, covenants or conditions contained in this Lease if not remedied within 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 receipt Landlord delivers notice thereof to Tenant, provided that if (i) the nature of Notice thereof, or, if the subject default is such default that the same cannot reasonably be remedied cured within such period, Tenant does not within thirty (30) day period, 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 fifteen (15) business days after Notice thereof commence such act the Lease Commencement Date, or acts as (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 restaurant at the Premises pursuant to Section 6.2. 20.2 If there shall be necessary an Event of Default, including an Event of Default prior to remedy the default Lease Commencement Date, then Landlord shall have the right, at its sole option, to terminate this Lease. In addition, with or without terminating this Lease, Landlord may, without notice to Tenant, re-enter, terminate Tenant's right of possession and take possession of the Premises. The provisions of this Article shall not thereafter diligently complete operate as a notice to quit, any other notice to quit or of Landlord's intention to re-enter the Premises being hereby expressly waived by Tenant. If necessary, Landlord may proceed to recover possession of the Premises under and by virtue of the Laws of the District of Columbia, or by such act or acts within a reasonable timeother proceedings, providedincluding re-entry and possession, as may be applicable. If Landlord elects to terminate this Lease and/or elects to terminate Tenant's right of possession, then everything contained in this Lease to be done and performed by Landlord shall cease, without prejudice, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if to Landlord's right to recover from Tenant all rent and other sums accrued through the later of termination 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 Landlord's recovery 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 petition or appointmentpossession. If Landlord is entitled, or if Tenant or its Parent makes an assignment for the benefit is required, pursuant to any provision of creditors or shall admit in writing its inability to pay its debts generally as they become due, or if Tenant's interest in this Lease is attachedto take any action upon the expiration or earlier termination of the Lease Term, seized 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 made subject to any other judicial seizure and such seizure reletting of the Premises by Landlord shall be construed as an eviction 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 ouster of 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 or interest of Tenant in the Leased Property or any material an election on Landlord's part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of 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 any previous Event of Default. Whether or not this Lease and/or Tenant's right of possession is contesting terminated, Landlord may, but shall not be obligated to, relet the Premises or any part thereof, alone or together with other premises, for such lien rent and upon such terms and conditions (which may include concessions or attachment free rent and alterations of the Premises) as Landlord, in good faith 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 Event of Default, and all costs, fees and expenses (including without limitation attorneys' fees, brokerage fees and expenses incurred in accordance placing the Premises in first-class rentable condition, advertising expense and any concessions or allowances granted by Landlord in connection with Paragraph 26 hereof;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: (viiia) if there has been a final unappealable determination by any Government Agency 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 revocation or limitation 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 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 additional rent payable as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails any failure of such other person to pay for money borrowed or perform any of its obligations), 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 deferred purchase price subject Event of Default. Separate suits may be brought to collect any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or such damages for any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000month(s), and such suits shall not in any manner prejudice Landlord's right to collect any such damages for any subsequent month(s), or Landlord may defer any such suit until after the same expiration of the Lease Term, in which event the cause of action shall be declared deemed not to be or become due and payable prior to have accrued until 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 lapsedexpiration of the Lease Term; or (xib) if any Person acquires more than 9.8% an amount equal to the present value (as 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 date of the Code. Notwithstanding termination of this Lease) of the foregoingdifference 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, 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 and (ii) the fair market rental value of default thereunder the Premises for the same obligation as described above period (net of all expenses (including attorneys' fees, brokers' commissions, advertising expenses, expenses incurred in placing the Premises in first-class rentable condition, and provided such obligation is any concessions or allowances granted by Landlord in connection with the reletting of the Premises or a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack portion thereof) and cure under such Facility Mortgage shall supercede all vacancy periods projected by Landlord to be incurred in connection with the notice reletting of the Premises), as determined by Landlord in its sole and cure provisions set forth aboveabsolute discretion, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder which damages shall be made and performed within such time periods so as payable to comply with 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 terms discount rate in effect at the Federal Reserve Bank of New York on the Facility Mortgagedate Landlord elects to obtain payment under this Subsection.

Default. (a) Upon breach by the occurrence Developer of any one covenant, term, condition or more requirement of the following events ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure to pay when due any regularly scheduled payment of RentAgreement, or any other sum of money payable hereunder (whether as additional Rent upon the Developer becoming insolvent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (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 five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of 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 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 petition or appointment, or if Tenant or its Parent makes making an assignment for the benefit of creditors creditors, the Town, at its option, may declare that the Developer is in default. (b) Notice of such default ("Notice of Default") shall be given by the Town and if the Developer does not remedy such default within such time as provided in the notice, the Town may declare that the Developer is in final default under this Agreement and shall then forthwith give notice of final default ("Notice of Final Default") thereof to the Developer. (c) Upon Notice of Default having been given, the Town may require all work by the Developer, their servants, agents, independent contractors and sub-contractors to cease (other than any work necessary to remedy such default) until such default has been remedied and in the event of final default, may require all work as aforesaid to cease. (d) Upon Notice of Final Default having been given to the Developer, the Town may, at its option, adopt or pursue any or all of the following remedies, but shall admit not be bound to do so: (i) Enter upon the Lands shown on the Plan by its servants, agents and contractors and complete any work, services repairs or maintenance wholly or in writing part required herein to be done by the Developer and collect the cost thereof from the Developer and/or enforce any security available to it; (ii) Make any payment which out to have been made by the Developer and upon demand collect the amount thereof from the Developer and/or enforce any security available to it; (iii) Retain any sum of money heretofore paid by the Developer to the Town for any purpose and apply the same in payment or part payment for any work which the Town may undertake; (iv) Assume any work or services at its inability to pay its debts generally as they become dueoption, whether the same are completed or if Tenant's interest in this Lease is attachednot, seized and thereafter the Developer shall have no claim or made subject to any other judicial seizure and such seizure title hereto or attachment is not discharged within ninety (90) daysremuneration therefor; (v) if Tenant's fails Bring action to provide insurance coverage (compel specific performance of all or allows such coverage to be canceled any part of this Agreement or lapse) pursuant to its obligation hereunderfor damages; (vi) if Tenant Add any costs incurred by the Town to the tax collector's roll for the Lands and collect such costs by action or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, in like manner as municipal real property taxes; or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or Exercise any other remedy granted to the estate 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 Town under the terms of this Lease, unless Tenant is contesting such lien Agreement 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 available 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 Town 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 given 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 cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagelaw.