Common use of Events of Default and Remedies Clause in Contracts

Events of Default and Remedies. Section 6.1 The following shall each be "Events of Default" under this Project Agreement: the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued for a period of fifteen (15) days after the Agency gives written notice of such failure to the Company; the occurrence and continuation of a Recapture Event and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement or Tax Agreement; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (120) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.

Events of Default and Remedies. Section 6.1 The following Now, if the Property Owner shall keep and perform each of the covenants, conditions, obligations and agreements of the Property Owner contained in the Note and this Deed of Trust, then, this trust conveyance shall be "Events of Default" under this Project Agreement: no further force or effect. But, if the failure by the Company Property Owner shall fail to observe keep and perform any covenant contained of the covenants, conditions, obligations and agreements in Sections 2.1(e)the Note and this Deed of Trust, 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof and such failure shall have continued for a period of defaults are not cured within thirty (30) days after the Agency gives from written notice to Property Owner specifying such default, then, and in any of such events, this trust conveyance shall remain in full force and effect, and at the Companyoption of THDA, specifying that failure all amounts advanced under the Note or hereunder shall become due and stating that it be remediedpayable at once, without notice, and the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door of the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or in as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the case of any such default which can Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be cured with due diligence but not within such thirty (30) adjourned from day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure day by the Company to pay Trustee or his agent or successor, by announcement at the Recapture Benefits Courthouse on the date duethe sale is originally set, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee may, at any time after default in the payment of any part of the indebtedness, enter and take possession of the Property, and shall only account for the net rents actually received by him. Property Owner further agrees that, in the event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed for the Property. THDA may, at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing of such failure instrument, the title herein conveyed to the Trustee shall have continued for be vested in the successor so appointed. In the event of a period sale of fifteen (15) days the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the Agency gives written notice execution and delivery of such failure a deed to the Company; the occurrence and continuation purchaser. Upon any sale under this Deed of a Recapture Event and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day periodTrust, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement or Tax Agreement; the dissolution or liquidation of the Company; or the failure proceeds will be applied by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (120) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.Trustee:

Events of Default and Remedies. Section 6.1 The following shall each be An "Events Event of Default" under shall exist hereunder if any one or more of the following events shall occur: (a) Maker shall fail to pay when due any principal of, or interest upon, this Project Agreement: the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof and such failure Note; (b) Maker shall have continued (1) apply for a period of thirty (30) days after the Agency gives written notice or consent to the Companyappointment of a receiver, specifying that failure and stating trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued for a period of fifteen (15) days after the Agency gives written notice of such failure to the Company; the occurrence and continuation of a Recapture Event and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement or Tax Agreement; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally is unable to pay its debts as they become due; or an , (3) make a general assignment by the Company for the benefit of creditors; , (4) file a petition or the commencement by the Company (as the debtor) answer seeking reorganization or an arrangement with creditors or to take advantage of a case in any bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtorlaws, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (1205) days, or the Company consents to or admits file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any such case bankruptcy, reorganization or insolvency proceeding; , or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company corporate action for the purpose of enforcing effecting any of the foregoing; (c) an order, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a lien against petition seeking reorganization of maker or appointing a receiver, trustee, intervenor or liquidator of Maker, or of all or substantially all of its assets, and such Property order, judgment or decree shall continue unstayed and in effect for a period of sixty (60) days; (d) the purpose dissolution or liquidation of general administration Maker; (e) Maker shall breach any covenant under this Note, (f) any "Event of such Property Default," as defined in the Security Agreement or the Mortgage, shall occur, (g) any failure to pay, when due, any obligations, whether as to principal, interest or otherwise, including non-payment following acceleration or maturity, shall occur with respect to the Senior Financing Debt and continue past the expiration of any period of grace, if any, with respect thereto provided in the document governing the same, (h) any default or event of default, other than a default or event of default occasioned by a failure to pay as described in the preceding clause (g), shall occur with respect to Senior Financing Debt and, by reason thereof, the holder of the Senior Debt accelerates the maturity of all or any part of the Senior Financing Debt and declares the same to be due and payable prior to the stated maturity date thereof, (i) the payment of dividends by Maker on or with respect to its common stock in any fiscal year in excess of 50% of Maker's net income after taxes , (j) Maker shall make a loan to any party (other than advances to employees for reasonable travel expenses in the benefit ordinary course of creditorsbusiness), and/or (k) a Change of Control shall occur. Upon the occurrence of any Event of Default hereunder, the Noteholder may, at its option, at any time thereafter, (i) declare the entire unpaid principal balance and accrued interest upon this Note to be, and the same shall thereupon become, immediately due and payable without the presentment or notice of any kind, which Maker hereby waives pursuant to Section 4 hereof, and/or (ii) pursue and enforce any of Noteholder's rights and remedies available pursuant to any applicable law or agreement; provided, however, upon the occurrence of any Event of Default specified in clause (b), (c) or (d) of this Section 5,with respect to Maker, without any notice to Maker or any other act by Noteholder, the principal balance and interest accrued on this Note shall automatically and without necessity of any act by Noteholder become immediately due and payable without presentment, demand, protest or notice of protest, notice of acceleration, notice of intent to accelerate or other notice of any kind, all of which are hereby waived by Maker. Noteholder agrees to advise Maker promptly if Noteholder is aware of an Event of Default.

Events of Default and Remedies. Section 6.1 The An “EVENT OF DEFAULT” shall exist hereunder if any one or more of the following events shall each occur and be "Events continuing: (a) the Company shall fail to pay when due any principal of, or interest upon, this Note or the Obligation and such failure shall continue for five (5) Business Days after such payment became due; or (b) the Company shall fail to perform any of Default" under this Project Agreement: the covenants or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (c) any representation or warranty made by the Company to observe and perform Lender herein or in any covenant contained other Loan Document shall prove to be untrue or inaccurate in Sections 2.1(e)any material respect; or (d) the Company shall (1) apply for or consent to the appointment of a receiver, 2.1(g)trustee, 2.1(i)intervener, 2.1(j)custodian, 2.1(k)or liquidator of itself or of all or a substantial part of its assets, 4.3(2) be adjudicated bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, 4.5(3) make a general assignment for the benefit of creditors, 4.6(4) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy or insolvency laws, 4.7or (5) file an answer admitting the material allegations of, 5.1or consent to, 5.2or default in answering, 7.1 and 7.6 hereof a petition filed against it in any bankruptcy, reorganization, or insolvency proceeding, or take corporate action for the purpose of effecting any of the foregoing; or (e) an order, judgment, or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization of the Company appointing a receiver, trustee, intervener, or liquidator of the Company, or of all or substantially all of its assets, and such failure order, judgment, or decree shall have continued continue unstayed and in effect for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, days; or in the case of any such default which can be cured with due diligence but not within such thirty (30f) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued for a period of fifteen (15) days after the Agency gives written notice of such failure to the Company; the occurrence and continuation of a Recapture Event and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement or Tax Agreement; the dissolution or liquidation of the Company; or the failure by (g) a Change of Control; or (h) the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days shall default in the payment of any execution, garnishment, judgment or attachment indebtedness of such consequence as may impair its ability Company in excess of $250,000 individually or in the aggregate or default shall occur in respect of any note or credit agreement relating to carry on its operationsany such indebtedness and such default shall continue for more than the period of grace, if any, specified therein; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company (i) any final judgment(s) for the benefit payment of creditors; money in excess of the sum of $250,000 individually or in the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law aggregate shall be rendered against the Company and such judgment(s) shall not be satisfied or discharged at least ten (as 10) days prior to the debtordate on which any of the Company’s assets could be lawfully sold to satisfy such judgment(s). Upon the occurrence of any Event of Default hereunder, wherein a court having jurisdiction then the holder hereof may, at its option, (i) declare the entire unpaid principal balance and accrued interest upon the Obligation to be immediately due and payable without presentment or notice of any kind which the Company waives pursuant to SECTION 3 herein, and/or (ii) pursue and enforce any of Lender’s rights and remedies available pursuant to any applicable law or agreement; provided, however, in the premises enters a decree case of any Event of Default specified in PARAGRAPH (d) or order for relief against (e) of this SECTION 4 with respect to the Company as the debtorCompany, or such case or proceeding is consented without any notice to by the Company or remains undismissed for one hundred (120) daysany other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, or the Company consents to or admits the material allegations against it in other notice of any such case or proceeding; or a trusteekind, receiver or agent (however named) is appointed or authorized to take charge of substantially all of which are hereby waived by the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditorsCompany.

Events of Default and Remedies. Section 6.1 The following shall each be An "Events Event of Default" under shall ------------------------------------------ exist hereunder if any one or more of the following events shall occur and be continuing: (a) Maker shall fail to pay when due any principal of, or interest upon, this Project Agreement: the failure by the Company to observe and perform Note or any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof other Obligation and such failure shall have continued continue for a period ten (10) days following the date Payee notifies Maker of such failure; (b) any representation or warranty made by Maker to Payee herein or in the Security Agreement shall prove to be untrue or inaccurate in any material respect and shall continue to be untrue or inaccurate thirty (30) days after the Agency gives written notice to date Payee notifies Maker of such event; (c) default shall occur in the Company, specifying that failure and stating that it be remedied, performance of any of the covenants or agreements of Maker contained herein or in the case of any Security Agreement and such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued continue for a period of fifteen (15) days after the Agency gives written notice of such failure to the Company; the occurrence and continuation of a Recapture Event and such failure shall have continued for a period of thirty (30) days after following the Agency gives written notice date Payee notifies Maker of such default; (d) default shall occur in the payment of any material indebtedness of Maker, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof or otherwise or shall become due by its terms and shall not be promptly paid or extended; (e) the Security Agreement shall cease to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker shall (1) apply for or consent to the Companyappointment of a receiver, specifying that failure and stating trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement or Tax Agreement; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally is unable to pay its debts as they become due; or an , (3) make a general assignment by the Company for the benefit of creditors; , (4) file a petition or the commencement by the Company (as the debtor) answer seeking reorganization or an arrangement with creditors or to take advantage of a case in any bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtorlaws, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (1205) days, or the Company consents to or admits file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any such case bankruptcy, reorganization or insolvency proceeding; , or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company corporate action for the purpose of enforcing effecting any of the foregoing; (g) an order, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a lien against petition seeking reorganization of Maker or appointing a receiver, trustee, intervenor or liquidator of Maker, or of all or substantially all of its or their assets, and such Property order, judgment or decree shall continue unstayed and in effect for a period of sixty (60) days; (h) Payee's liens, mortgages or security interests in any of the collateral for this Note should become unenforceable, or cease to be first priority liens, mortgages or security interests; (i) the dissolution or termination of Maker; (j) any final judgment(s) for the purpose payment of general administration money in excess of the sum of $100,000 in the aggregate shall be rendered against Maker and such Property for judgment or judgments shall not be satisfied or discharged at least ten (10) days prior to the benefit date on which any of creditors.its assets could be lawfully sold to satisfy such judgments; or (k) any default or event of default shall occur under the Services Agreement or the Management Services Agreement. Upon the occurrence of any Event of Default hereunder or under the Security Agreement, then in any such event the holder hereof may, at its option, (i) declare the entire unpaid balance of principal of and accrued interest upon this Note and any other Obligation to be immediately due and payable without presentment or notice of any kind which Maker waives pursuant to Section 3 --------- herein,

Events of Default and Remedies. Section 6.1 The If any of the following shall each be "Events events (each, an “Event of Default" under this Project Agreement”) occurs: (a) the outstanding principal amount of the Note is not paid by the Maturity Date, and such default continues unremedied for a period of 10 calendar days; (b) any failure by the Company to observe and perform any covenant contained in Sections 2.1(e)of its obligations under this Note or the Security Agreement, 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof and such failure shall have continued default continues unremedied for a period of thirty 30 calendar days; or (30c) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued for a period of fifteen (15) days after the Agency gives written notice of such failure to the Company; the occurrence and continuation of a Recapture Event and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement or Tax Agreement; the dissolution or liquidation any of the Company; or following: (i) the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment making of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an a general assignment by the Company for the benefit of creditors; or (ii) the commencement by the Company (as the debtor) filing of a case in bankruptcy or any proceeding under any other insolvency law; petition or the commencement of a case in bankruptcy or any proceeding under any other insolvency law by or against the Company or any guarantor for any relief under any bankruptcy or insolvency laws, or any laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, compositions, or extensions; (as iii) any action initiating the debtor)dissolution, wherein liquidation, winding-up or termination of the Company; or (iv) the appointment of a court having jurisdiction in the premises enters a decree receiver, liquidator, custodian, trustee or order similar official or fiduciary for relief against the Company as or any guarantor or for any of its property, then: (I) in an Event of Default described in Sections (a) and (b) above, and at any time thereafter during the debtorcontinuance of such event, the Lender may by notice to the Company declare the principal amount then outstanding under this Note to be forthwith due and payable in whole or such case in part, whereupon the principal amount so declared to be due and payable shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Company, anything contained herein to the contrary notwithstanding; and (II) in any event with respect to an Event of Default described in Section (c) above, the principal amount of the Note then outstanding and all other liabilities of the Company accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Company, anything contained herein to the contrary notwithstanding. If any action or proceeding is consented to brought by the Company Lender to collect or remains undismissed for one hundred (120) daysenforce payment of this Note, or then the Company consents shall pay to the Lender any reasonable attorneys’ fees and other reasonable costs and expenses incurred in connection with such collection or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditorsenforcement.

Events of Default and Remedies. Section 6.1 The following shall each be "Events of Default" under this Project Agreement: the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g) (Retail Sales Limitation), 2.1(i) (Company Existence), 2.1(j4.3 (Sales Tax Exemption), 2.1(k4.5 (Form ST-340 Filing Requirement), 4.35.1 (Insurance Requirements), 4.5, 4.6, 4.7, 5.1, 5.25.2 (Additional Insurance Requirements), 7.1 (Hold Harmless) and 7.6 hereof (Agency Fees) and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's ’s failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due, due and such failure shall have continued for a period of fifteen ten (1510) days after the Agency gives written notice of such failure to the Company; the occurrence and continuation of a Recapture Event and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's ’s failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement or Tax Agreement; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within on one-hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in over the premises Project enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for one one-hundred twenty (120) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property property or for the purpose of general administration of such Property property for the benefit of creditors.

Events of Default and Remedies. Section 6.1 The (A) If any one or more of the following events shall each be occur, any such event shall constitute an "Events Event of Default" under this Project Agreement: the failure by the Company to observe hereunder and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof and such failure Borrower shall have continued for a period of thirty provide Lender with immediate notice thereof (30i) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the CompanyBorrower's failure to proceed promptly to cure such default and thereafter prosecute repay the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits Obligations, or any portion thereof on the date duethe Obligations, or any portion thereof, are due and such failure shall have continued for payable; (ii) entry of a period of fifteen court order which enjoins, restrains or in any way prevents Borrower from conducting Borrower's business; (15iii) days after the Agency gives written notice of such failure Borrower fails to provide to Lender any documents, instruments or other information or take any action required pursuant to the Company; the occurrence and continuation provisions of a Recapture Event and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement or Tax this Agreement; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (120iv) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or if Borrower shall (a) make an assignment by the Company for the benefit of creditors; or the commencement by the Company , (b) admit in writing Borrower's inability to pay Borrower's debts as the debtorthose debts become due, (c) of file a case voluntary petition in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company similar proceeding, (as the debtord) be adjudicated “insolvent” (defined hereinafter), wherein a court having jurisdiction in the premises enters a decree (e) file any answer admitting or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (120) days, or the Company consents to or admits not contesting the material allegations of a petition filed against it Borrower in any such case bankruptcy or proceedingsimilar proceeding in which Borrower is the party seeking relief, (f) seek, consent to, or acquiesce in, the appointment of any bankruptcy or similar trustee, receiver, or liquidator of Borrower or of Borrower's properties; or (v) if Borrower shall take any action to accomplish Borrower's dissolution or liquidation. For purposes of this Subparagraph (A) the term "insolvent" shall be defined as and shall mean Borrower's inability to pay Borrower's debts, or any of them, as those debts become due and payable and which inability shall continue for a trustee, receiver or agent period of ten (however named10) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditorsbusiness days.

Events of Default and Remedies. Section 6.1 The following shall each be An "Events Event of Default" under shall exist hereunder if any one or more of the following events shall occur: (a) Maker shall fail to pay when due any principal of, or interest upon, this Project Agreement: the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof and such failure Note; (b) Maker shall have continued (1) apply for a period of thirty (30) days after the Agency gives written notice or consent to the Companyappointment of a receiver, specifying that failure and stating trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued for a period of fifteen (15) days after the Agency gives written notice of such failure to the Company; the occurrence and continuation of a Recapture Event and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement or Tax Agreement; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally is unable to pay its debts as they become due; or an , (3) make a general assignment by the Company for the benefit of creditors; , (4) file a petition or the commencement by the Company (as the debtor) answer seeking reorganization or an arrangement with creditors or to take advantage of a case in any bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtorlaws, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (1205) days, or the Company consents to or admits file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any such case bankruptcy, reorganization or insolvency proceeding; , or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company corporate action for the purpose of enforcing effecting any of the foregoing; (c) an order, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a lien against petition seeking reorganization of maker or appointing a receiver, trustee, intervenor or liquidator of Maker, or of all or substantially all of its assets, and such Property order, judgment or decree shall continue unstayed and in effect for a period of sixty (60) days; (d) the purpose dissolution or liquidation of general administration Maker; (e) Maker shall breach any covenant under this Note, (f) any "Event of such Property Default," as defined in the Security Agreement or the Mortgage, shall occur, (g) any failure to pay, when due, any obligations, whether as to principal, interest or otherwise, including non-payment following acceleration or maturity, shall occur with respect to the Senior Financing Debt and continue past the expiration of any period of grace, if any, with respect thereto provided in the document governing the same, (h) any default or event of default, other than a default or event of default occasioned by a failure to pay as described in the preceding clause (g), shall occur with respect to Senior Financing Debt and, by reason thereof, the holder of the Senior Debt accelerates the maturity of all or any part of the Senior Financing Debt and declares the same to be due and payable prior to the stated maturity date thereof, (i) the payment of dividends by Maker on or with respect to its common stock in any fiscal year in excess of 50% of Maker's net income after taxes, (j) Maker shall make a loan to any party (other than advances to employees for reasonable travel expenses in the benefit ordinary course of creditorsbusiness), and/or (k) a Change of Control shall occur. Upon the occurrence of any Event of Default hereunder, the Noteholder may, at its option, at any time thereafter, (i) declare the entire unpaid principal balance and accrued interest upon this Note to be, and the same shall thereupon become, immediately due and payable without the presentment or notice of any kind, which Maker hereby waives pursuant to Section 4 hereof, and/or (ii) pursue and enforce any of Noteholder's rights and remedies available pursuant to any applicable law or agreement; provided, however, upon the occurrence of any Event of Default specified in clause (b), (c) or (d) of this Section 5,with respect to Maker, without any notice to Maker or any other act by Noteholder, the principal balance and interest accrued on this Note shall automatically and without necessity of any act by Noteholder become immediately due and payable without presentment, demand, protest or notice of protest, notice of acceleration, notice of intent to accelerate or other notice of any kind, all of which are hereby waived by Maker. Noteholder agrees to advise Maker promptly if Noteholder is aware of an Event of Default.

Events of Default and Remedies. Section 6.1 The following In the event that any installment of Minimum Rent or Additional Rent shall each be "Events of Default" under this Project Agreement: the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof and such failure shall have continued remain unpaid for a period of thirty five (305) days after the Agency gives written notice by Landlord to the Company, specifying that failure and stating that it be remedied, Tenant; or in the case event Tenant shall at any time be in default in the observance or performance of any of the other covenants, obligations, terms, or conditions assumed by or imposed upon Tenant hereunder and such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued continues for a period of fifteen (15) days after the Agency gives written notice of such failure to the Company; the occurrence and continuation of a Recapture Event and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing Tenant of such default with provided said default is non monitory and Tenant can reasonably cure said default within said fifteen (15) days; or if any waste be committed or unnecessary damage done upon or to the Leased Premises; or if Tenant shall fail to remain open for business for five (5) consecutive business days except for remodeling, approved by Landlord or due diligenceto events beyond Tenant's control; there exists or if any audit of Tenant's books and continues beyond any applicable notice and cure period, records shall disclose a liability for annual Percentage Rent to the occurrence extent of an Event of Default under the Leaseback Agreement five percent (5%) or Tax Agreement; the dissolution or liquidation more in excess of the Companyrentals theretofore computed and paid by Tenant for any period (whether or not Tenant thereafter reimburses Landlord for such deficiency); or if a temporary or permanent receiver or trustee of Tenant's property or the failure property of any guarantor of this Lease ("Guarantor") be appointed by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operationscourt; or the failure by the Company generally to pay its debts as they become due; if Tenant or an any Guarantor shall make any assignment by the Company for the benefit of creditors; or the commencement by the Company if any execution or attachment shall be issued against Tenant or any Guarantor or Tenant's leasehold interest hereunder and shall not be discharged within forty-five (as the debtor45) days; or if Tenant shall commence proceedings in a court of a case in bankruptcy or insolvency; or if Tenant or any proceeding under any other insolvency Guarantor shall be declared or adjudicated bankrupt or insolvent according to law; or the commencement if any proceedings are commenced against Tenant or Guarantor in a court of a case in bankruptcy or any proceeding under any other insolvency law against the Company insolvency, which shall not be discharged within forty-five (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (12045) days; then, or the Company consents to or admits the material allegations against it and in any one or more of such case events, Landlord shall be entitled, at its election, to exercise concurrently or proceeding; successively, any one or a trustee, receiver more or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.following rights and remedies:

Events of Default and Remedies. Section 6.1 The following shall each be "Events An “Event of Default" under ” shall exist hereunder if any one or more of the following events shall occur and be continuing: (a) Maker shall fail to pay when due, any principal or interest upon this Project Agreement: the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof Note and such failure shall have continued continue for a period of thirty more than 15 business days; (30b) days after the Agency gives written notice any representation or warranty made by Maker to the CompanyPayee herein, specifying that failure and stating that it be remedied, in any other Loan Document or in any other agreement or document shall prove to be untrue or inaccurate in any material respect; (c) any default shall occur in the case performance of any of the covenants or agreements of Maker contained herein or in any other Loan Document and such default which can shall not be cured with due diligence but not by Maker within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing 15 business days following Maker’s receipt of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued for a period of fifteen (15) days after the Agency gives written notice of such failure default; (d) this Note or any other Loan Document shall cease to be the legal, valid, binding agreement enforceable against Maker in accordance with its terms or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the rights, titles, interests, remedies, powers or privileges intended to be created thereby (including, without limitation, if Lender’s security interest in the Collateral is not effective); or (e) Maker shall (i) apply for or consent to the Company; the occurrence and continuation appointment of a Recapture Event and such failure shall have continued receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (ii) be adjudicated a bankrupt or insolvent or file a voluntary petition for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating bankruptcy or admit in writing that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement or Tax Agreement; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally is unable to pay its debts as they become due; or an , (iii) make a general assignment by the Company for the benefit of creditors; , (iv) file a petition or the commencement by the Company (as the debtor) answer seeking reorganization or an arrangement with creditors or to take advantage of a case in any bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtorlaws, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (120v) days, or the Company consents to or admits file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any such case bankruptcy, reorganization or insolvency proceeding; , or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company corporate action for the purpose of enforcing effecting any of the foregoing; or (f) an order, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a lien against petition seeking reorganization of Maker or appointing a receiver, trustee, intervenor or liquidator of Maker, or of all or substantially all of its assets, and such Property order, judgment or decree shall continue unstayed and in effect for a period of sixty (60) days. Upon the purpose occurrence of general administration any Event of such Property for Default, Lender hereof may, at its option, (A) declare the benefit entire unpaid balance of creditorsprincipal and accrued interest upon this Note to be immediately due and payable without presentment or notice of any kind which Maker waives pursuant to Section 7 hereof, (B) reduce any claim to judgment, and/or (C) pursue and enforce any of Payee’s rights and remedies available pursuant to any applicable law or any Loan Document (including, without limitation, the right under the Pledge Agreement to replace ExchangeRight as the owner of any SPE).

Events of Default and Remedies. Section 6.1 The (a) Each of the following shall each be "Events events constitutes an “Event of Default" ” hereunder and any event that, with the passage of time or the giving of notice, or both, would constitute an Event of Default shall constitute a “Default” hereunder: (i) Borrowers fail to pay any amount of principal and interest when due under this Project Agreement: the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof Note and such failure shall have continued continues for a period of thirty ten (3010) days after days; (ii) any representation or warranty made by any Borrower in this Agreement, any Note or in any other Loan Document shall at any time prove to have been incorrect in any material respect as and when made; (iii) Borrowers (A) fail to obtain and maintain the Agency gives written notice insurance coverage required herein; or (B) fail to the Companyobserve or perform any other covenant, specifying that failure and stating that it be remediedcondition or agreement under this Agreement, any Note or any other Loan Document and, in the case of any such default which can be cured with due diligence but not within such thirty clause (30) day periodB), the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued continues unremedied for a period of fifteen (15) days after the Agency gives written notice of such failure to the Companydays; the occurrence and continuation of a Recapture Event and such failure (iv) any Borrower which is not an individual shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remediedconsolidated with or merged with or into another entity, or conveyed, sold or otherwise transferred all or substantially all of its assets or shall have failed to maintain its corporate existence; (v) any Borrower that is an individual dies or becomes permanently and totally disabled; (vi) any Borrower (A) ceases doing business as a going concern; (B) makes an assignment for the benefit of creditors or admits in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure writing its inability to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement pay its debts as they mature or Tax Agreement; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally fails to pay its debts as they become due; (C) initiates any voluntary bankruptcy, reorganization, insolvency or an assignment similar proceeding; (D) fails to obtain the discharge of any bankruptcy, reorganization, insolvency or similar proceeding initiated against it by others within sixty (60) days of the Company for the benefit of creditorsdate such proceedings were initiated; (E) requests or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (120) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or appointment of a trustee, custodian or receiver or agent other officer with similar powers for itself or a substantial part of its property; or (however namedF) a trustee, custodian or receiver or other officer with similar powers is appointed for itself or authorized for a substantial part of its property; (vii) a default shall have occurred and be continuing under any contract, agreement or document between any Borrower and Lender or any affiliate of Lender; (viii) nonpayment by any Borrower of any Rate Management Obligation when due or the breach by any Borrower of any term, provision, or condition contained in any Rate Management Agreement; (ix) a default shall have occurred and be continuing under any contract, agreement or document between any Borrower and any of its other creditors, (x) if Borrowers’ obligations are guaranteed by any other party, an “Event of Default” (under and as defined in the Guaranty executed by such Guarantor) shall occur; (xi) Lender shall have determined, in its sole discretion, that a material adverse change in Borrowers’ existing or prospective financial condition, management or results of operations since the date hereof which may affect the ability of Borrowers to take charge perform their obligations under the Loan Documents has occurred; or (xii) both the President and the CEO of substantially all Borrower depart the company, and/or one single person or entity comes to own 50.1% or more of the property of the Company for the purpose of enforcing a lien against such Property capital stock or for the purpose of general administration other ownership interest of such Property for the benefit of creditorsBorrower.

Events of Default and Remedies. Section 6.1 The following If Xxxxxxxx keeps and performs each of the covenants, conditions, obligations and agreements in the Second Note and this Security Instrument, then, this trust conveyance shall each be "Events of Default" under this Project Agreement: the failure by the Company no further force or effect. But, if Borrower fails to observe keep and perform any covenant contained of the covenants, conditions, obligations and agreements in Sections 2.1(e)the Second Note and this Security Instrument, 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof and such failure shall have continued for a period of defaults are not cured within thirty (30) days after the Agency gives from written notice to Borrower specifying such default, then, and in any of such events, this trust conveyance shall remain in full force and effect, and at the Companyoption of the Lender, specifying that failure all amounts advanced under the Second Note or hereunder shall become due and stating that it be remediedpayable at once, without notice, and the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door of the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or in as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the case of any such default which can Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be cured with due diligence but not within such thirty (30) adjourned from day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure day by the Company to pay Trustee or his agent or successor, by announcement at the Recapture Benefits Courthouse on the date duethe sale is originally set, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Xxxxxxxx agrees that the Trustee may, at any time after default in the payment of any part of the indebtedness, enter and take possession of the Property, and shall only account for the net rents actually received by him. Xxxxxxxx further agrees that, in the event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed for the Property. Lender may, at any time and from time to time, without assigning cause, in Xxxxxx’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by Xxxxxx and filed for record in the county in which the Property is located and, upon the execution and filing of such failure instrument, the title herein conveyed to the Trustee shall have continued for be vested in the successor so appointed. In the event of a period sale of fifteen (15) days the Property under and by virtue of this trust, Borrower, and all persons holding under Borrower, shall be and become the tenants at will of the purchaser from and after the Agency gives written notice execution and delivery of such failure a deed to the Company; the occurrence and continuation of a Recapture Event and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of purchaser. Upon any such default which can be cured with due diligence but not within such thirty (30) day periodsale under this Security Instrument, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement or Tax Agreement; the dissolution or liquidation of the Company; or the failure proceeds will be applied by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (120) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.Trustee:

Events of Default and Remedies. Section 6.1 The following shall Upon the occurrence of any one -------------------------------- or more Events of Default under the Reimbursement Agreement, or upon the occurrence of any event of default or the commencement of any foreclosure proceedings under any other mortgage lien affecting the Mortgaged Property (each be called an "Event of Default" and more than one herein called "Events of Default" under this Project Agreement: the failure by the Company to observe and perform any covenant contained in Sections 2.1(e"), 2.1(g)(a) the whole of the principal sums due under the Reimbursement Agreement, 2.1(i)interest accrued thereon, 2.1(j)and any and all indebtedness secured hereby, 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 shall become due and 7.6 hereof and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice payable in full pursuant to the Companyterms of the Reimbursement Agreement, specifying that failure at the option of Mortgagee; (b) Mortgagee may, at its option, exercise its Statutory Power of Sale pursuant to M.G.L.A. Ch. 183, Section 21, as amended, which is hereby incorporated herein by reference in its entirety as if set forth herein; and stating that it be remedied(c) Mortgagee may, at its option, commence or take any action permitted under the laws of the Commonwealth of Massachusetts or the United States of America, including without limitation the taking of possession of the Mortgaged Property as Mortgagee in possession pursuant to Massachusetts laws. In the event of a sale of the Mortgaged Property, Mortgagee shall receive the proceeds of such sale or sales, and from such proceeds shall retain all sums hereby secured, whether then due or to fall due thereafter, or the part thereof then remaining unpaid, and also the interest then due on the same, including, without limitations, all expenses incident to such sale or sales, for making deeds hereunder, for reasonable fees of counsel and attorneys, and, also without limitation, all costs or expenses incurred in the case exercise or defense of the rights and powers of Mortgagee hereunder and all taxes, water and sewer rates, assessments, premiums for insurance and expenses incurred in repairing or preserving the Premises, either theretofore paid by Mortgagee or then remaining unpaid, rendering and paying the surplus of said proceeds of sale, if any such default which can there be, over and above the amounts so to be cured retained as aforesaid, together with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default a true and thereafter prosecute the curing particular account of such default with due diligence; sale or sales, expenses and charges to Mortgagor, which sale or sales, expenses and charges to Mortgagor, which sale or sales shall forever be a perpetual bar, both in law and equity, against the failure by Mortgagor and all persons claiming or to claim the Company to pay the Recapture Benefits on the date dueMortgaged Property so sold by, and such failure shall have continued for a period of fifteen (15) days after the Agency gives written notice of such failure to the Company; the occurrence and continuation of a Recapture Event and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, from or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, under Mortgagor. Upon the occurrence of an Event of Default under and written request from Mortgagee, Mortgagor shall pay to Mortgagee monthly, in addition to all sums called for by the Leaseback Agreement or Tax Reimbursement Agreement; , such sums as shall, from time to time, in the dissolution or liquidation estimation of Mortgagee, be equal to one-twelfth of the Company; or annual real estate taxes to be assessed upon the failure Mortgaged Property and/or premiums to be paid for insurance required hereunder. Such sums shall be applied by Mortgagee to the payment of such taxes and/or insurance premiums, but if default be made in any payment required by the Company to releaseReimbursement Agreement, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy sums or any proceeding under any other insolvency law; or part thereof may, at the commencement option of a case in bankruptcy or any proceeding under any other insolvency law Mortgagee, be applied against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (120) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditorsindebtedness hereby secured.

Events of Default and Remedies. Section 6.1 The (a) Each of the following shall each be events constitutes an "Events Event of Default" hereunder and any event that, with the passage of time or the giving of notice, or both, would constitute an Event of Default shall constitute a "Default" hereunder. (i) Borrower fails to pay any amount of principal and interest when due under this Project Agreement: the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof Note and such failure shall have continued continues for a period of thirty ten (3010) days after days; (ii) any representation or warranty made by Borrower in this Agreement or in any other Loan Document shall at any time prove to have been incorrect in any material respect as and when made; (iii) Borrower fails (A) to obtain and maintain the Agency gives written notice insurance coverage required herein; or (B) fails to the Companyobserve or perform any other covenant, specifying that failure and stating that it be remediedcondition or agreement under this Agreement or any other Loan Document and, or in the case of any such default which can be cured with due diligence but not within such thirty clause (30) day periodB), the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued continues unremedied for a period of fifteen (15) days after the Agency gives written notice of such failure to the Companydays; the occurrence and continuation of a Recapture Event and such failure (iv) Borrower shall have continued for a period of thirty (30) days after the Agency gives written notice to the Companyconsolidated with, specifying that failure and stating that it be remediedmerged with or into, or conveyed, sold or otherwise transferred all or substantially all of its assets or shall have failed to maintain its corporate existence; (v) Borrower (A) ceases doing business as a going concern; (B) makes an assignment for the benefit of creditors or admits in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure writing its inability to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement pay its debts as they mature or Tax Agreement; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally fails to pay its debts as they become due; (C) initiates any voluntary bankruptcy, reorganization, insolvency or an assignment similar proceeding; (D) fails to obtain the discharge of any bankruptcy, reorganization, insolvency or similar proceeding initiated against it by others within sixty (60) days of the Company for the benefit of creditorsdate such proceedings were initiated; (E) requests or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (120) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or appointment of a trustee, custodian or receiver or agent other officer with similar powers for itself or a substantial part of its property; or (however namedF) a trustee, custodian or receiver or other officer with similar powers is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property itself or for a substantial part of its property; (vi) a default shall have occurred and be continuing under any contract, agreement or document between Borrower and Lender or any affiliate of Lender; (vii) if Borrower's obligations are guaranteed by any other party, an "Event of Default" (under and as defined in the purpose Guaranty executed by such Guarantor) shall occur; or (viii) a material adverse change in Borrower's existing or prospective financial condition or results of general administration operations since the date hereof which may affect the ability of such Property for Borrower to perform its obligations under the benefit of creditorsLoan Documents shall occur and be continuing.

Events of Default and Remedies. Section 6.1 The occurrence of any of the following events shall each be "Events constitute an “Event of Default" ” under this Project Agreement: the failure (a) Any representation or warranty made or deemed made by the Company Borrower herein or in any other Loan Document or which is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other loan document shall prove to observe and have been incorrect in any material respect on or as of the date made or deemed made, or (b) the Borrower shall fail to pay any principal of any Loan when due in accordance with the terms thereof or hereof; or the Borrower shall fail to pay any interest on any Loan, or any other amount payable hereunder or under any other loan documents, within five days after any such interest or other amount becomes due in accordance with the terms thereof or hereof; or (c) Borrower fails to perform any covenant contained other non-monetary Obligation, which failure is not cured within 30 days after the date due; or (d) (i) the Borrower shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Borrower shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Borrower any case, proceeding or other action of a nature referred to in Sections 2.1(e)clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof and such failure shall have continued undischarged or unbonded for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued for a period of fifteen (15) days after the Agency gives written notice of such failure to the Company; the occurrence and continuation of a Recapture Event and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of 60 days. If an Event of Default under occurs, Lender shall, upon notice thereof to the Leaseback Agreement or Tax Agreement; Borrower, have the dissolution or liquidation of the Company; or the failure by the Company right to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (120) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially accelerate and declare all of the property of Obligations to be immediately due and payable, increase the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditorsinterest rate by an additional two percent per annum, and exercise all rights and remedies accorded it by applicable law.

Events of Default and Remedies. Section 6.1 (a) The following shall each be "constitute Events of Default" under this Project AgreementDefault for purposes of the remedies set forth in Section 18.01(b) hereof: (i) any failure of Tenant to pay any rental or other charges due hereunder within ten (10) days after written notice of such default shall have been mailed to Tenant, or (ii) if Tenant (A) fails to take possession of and open for business from the failure Premises fully fixtured, stocked and staffed on by the Company date thirty (30) days following the Commencement Date, (B) fails to observe and perform any covenant contained obligation hereunder prior to such Commencement Date, (C) fails to continuously operate its business pursuant to Section 7.02 for the purpose specified in Sections 2.1(e)Section 7.01 hereof except for the occasional failure which is beyond Tenant’s reasonable anticipation and control, 2.1(g)(D) fails or refuses to maintain business hours on such days or nights or any parts thereof as provided in Section 7.03 hereof, 2.1(i)(E) fails to operate under the name specified in Section 1.01(l) hereof except for the occasional failure which is beyond Tenant’s reasonable anticipation and control, 2.1(j)(F) abandons, 2.1(k)leaves vacant or deserts the Premises, 4.3or (G) permits this Lease to be taken under any writ of execution, 4.5or (iii) if there shall be any default by Tenant (or by any person or entity which directly or indirectly controls, 4.6is controlled by, 4.7or is under common control with Tenant) under any other lease with Landlord (or any person or entity which is affiliated with Landlord or which, 5.1directly or indirectly, 5.2controls, 7.1 and 7.6 hereof and is controlled by, or is under common control with Landlord, or which is managed by the managing agent utilized by Landlord for the Shopping Center) which shall not be remedied within the applicable grace period, if any, provided therefor under such other lease, or if there shall be any default by Tenant or any entity affiliated with Tenant with respect to any financing or arrangement, if any, relating to items used in, or the operation of business in the Premises, or (iv) any failure shall have continued to perform any other of the terms, conditions or covenants of this Lease to be observed or performed by Tenant for a period of more than thirty (30) days after the Agency gives written notice of such default shall have been mailed to Tenant (provided, however, such period shall be extended by Landlord for an additional reasonable period if the Company, specifying that failure and stating default is of such a nature that it be remedied, or in the case of any such default which can cannot be cured with due diligence but not within such thirty ([30) day period, the Company's failure to proceed promptly to cure such default ] days and thereafter prosecute Tenant has diligently commenced the curing of such default with due diligence; and is diligently pursuing the failure by the Company same to pay the Recapture Benefits on the date due, and such failure shall have continued for a period of fifteen (15) days after the Agency gives written notice of such failure to the Company; the occurrence and continuation of a Recapture Event and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement or Tax Agreement; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtorcompletion), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (120) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.

Events of Default and Remedies. Section 6.1 The (a) Each of the following shall each be "Events events constitutes an “Event of Default" ” hereunder and any event that, with the passage of time or the giving of notice, or both, would constitute an Event of Default shall constitute a “Default” hereunder: (i) Lessees fail to pay any Rent when due under this Project Agreement: the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof Lease and such failure shall have continued continues for a period of thirty ten (3010) days after days; (ii) any representation or warranty made by Lessees in the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, Lease or in any other Lease Document shall at any time prove to have been incorrect in any material respect as and when made; (iii) Lessees (A) fail to obtain and maintain the case of insurance coverage required herein; or (B) fail to observe or perform any such default which can be cured with due diligence but not within such thirty (30) day periodother covenant, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date duecondition or agreement under this Lease and, and such failure shall have continued continues unremedied for a period of fifteen (15) days after the Agency gives written notice of such failure to the Companydays; the occurrence and continuation of a Recapture Event and such failure (iv) (A) any Lessee which is not an individual shall have continued for a period of thirty (30) days after the Agency gives written notice to the Companyconsolidated with, specifying that failure and stating that it be remediedmerged with or into, or conveyed, sold or otherwise transferred all or substantially all of its assets or shall have failed to maintain its corporate existence or any Lessee that is an individual dies or becomes permanently and totally disabled; (v) any Lessee (A) ceases doing business as a going concern; (B) makes an assignment for the benefit of creditors or admits in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure writing its inability to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement pay its debts as they mature or Tax Agreement; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally fails to pay its debts as they become due; (C) initiates any voluntary bankruptcy, reorganization, insolvency or an assignment similar proceeding; (D) fails to obtain the discharge of any bankruptcy, reorganization, insolvency or similar proceeding initiated against it by others within sixty (60) days of the Company for the benefit of creditorsdate such proceedings were initiated; (E) requests or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (120) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or appointment of a trustee, custodian or receiver or agent other officer with similar powers for itself or a substantial part of its property; or (however namedF) a trustee, custodian or receiver or other officer with similar powers is appointed for itself or authorized for a substantial part of its property; (vi) Lessees fail to take charge of substantially all return the Equipment or fail to return the Equipment in the required condition at the expiration of the property Term; (vii) a default shall have occurred and be continuing under any contract, agreement or document between any Lessee and any of its other creditors; (viii) a default shall have occurred and be continuing under any contract, agreement or document between any Lessee and Lessor or any affiliate of Lessor; (ix) if Lessees’ obligations are guaranteed by any other party, an “Event of Default” (under and as defined in a Guaranty executed by any such Guarantor) shall occur; or (x) the owners of the Company capital stock or other units of ownership on the date of this Lease entitled to vote for the purpose election of enforcing a lien against such Property the board of directors of the Lessee or for other similar governing body cease to own or do not have the purpose of general administration unencumbered right to vote in the aggregate at least fifty-one (51%) of such Property for the benefit capital stock or other ownership interest of creditorsLessee.

Events of Default and Remedies. Section 6.1 The An "EVENT OF DEFAULT" shall exist hereunder if any one or more of the following events shall each occur and be "Events of Default" under continuing: (a) Borrower shall fail to pay when due any principal of, or interest upon, this Project Agreement: Note or the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof Obligation and such failure shall continue for three (3) days after such payment became due; or (b) Borrower shall fail to perform any of the covenants or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (c) any representation or warranty made by Borrower to Lender herein or in any other Loan Document shall prove to be untrue or inaccurate in any material respect, the result of which could be expected to have continued a Material Adverse Effect; or (d) any Company shall (1) apply for or consent to the appointment of a receiver, trustee, intervener, custodian, or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3) make a general assignment for the benefit of creditors, (4) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy or insolvency laws, or (5) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization, or insolvency proceeding, or take corporate action for the purpose of effecting any of the foregoing; or (e) an order, judgment, or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization of any Company or appointing a receiver, trustee, intervener, or liquidator of any Company, or of all or substantially all of its assets, and such order, judgment, or decree shall continue unstayed and in effect for a period of thirty (30) days days; or (f) the dissolution or liquidation of any Company; or (g) a Change of Control; or (h) a default or event of default shall occur under the Existing Loan Agreement (as such agreement shall be modified, amended, renewed, extended, or restated from time to time) and such default or event of default shall continue unremedied after the Agency gives written notice expiration of any period of grace or notice, if any; or (i) any Company shall default in the payment of any indebtedness of such Company individually or in the aggregate or default shall occur in respect of any note or credit agreement relating to any such indebtedness (and such default shall continue for more than the period of grace, if any), in each case where the result of which could be expected to have a Material Adverse Effect; or (j) any final judgment(s) for the payment of money individually or in the aggregate shall be rendered against any Company and such judgment(s) shall not be satisfied or discharged at least ten (10) days prior to the date on which any of such Company's assets could be lawfully sold to satisfy such judgment(s), specifying that failure the result of which could be expected to have a Material Adverse Effect. Upon the occurrence of any Event of Default hereunder, then the holder hereof may, at its option, (i) declare the entire unpaid principal balance and stating that it accrued interest upon the Obligation to be remediedimmediately due and payable without presentment or notice of any kind which Borrower waives pursuant to SECTION 3 herein, and/or (ii) pursue and enforce any of Lender's rights and remedies available pursuant to any applicable law or agreement; provided, however, in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued for a period of fifteen (15) days after the Agency gives written notice of such failure to the Company; the occurrence and continuation of a Recapture Event and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement specified in PARAGRAPH (d) or Tax Agreement; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtore) of a case in bankruptcy this SECTION 4 with respect to any Company, without any notice to Borrower or any proceeding under any other insolvency law; or act by Xxxxxx, the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor)principal balance and interest accrued on this Note shall become immediately due and payable without presentment, wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtordemand, protest, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (120) daysother notice of any kind, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditorswhich are hereby waived by Borrower.

Events of Default and Remedies. Section 6.1 The (a) Each of the following shall each be "Events events constitutes an “Event of Default" ” hereunder and any event that, with the passage of time or the giving of notice, or both, would constitute an Event of Default shall constitute a “Default” hereunder: (i) Borrower fails to pay any amount of principal and interest when due under this Project Agreement: the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof Note and such failure shall have continued continues for a period of thirty ten (3010) days after days; (ii) any representation or warranty made by Borrower in this Agreement, any Note or in any other Loan Document shall at any time prove to have been incorrect in any material respect as and when made; (iii) Borrower (A) fails to obtain and maintain the Agency gives written notice insurance coverage required herein; or (B) fails to the Companyobserve or perform any other covenant, specifying that failure and stating that it be remediedcondition or agreement under this Agreement, any Note or any other Loan Document and, in the case of any such default which can be cured with due diligence but not within such thirty clause (30) day periodB), the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued continues unremedied for a period of fifteen (15) days after the Agency gives written notice of such failure to the Companydays; the occurrence and continuation of a Recapture Event and such failure (iv) Borrower which is not an individual shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remediedconsolidated with or merged with or into another entity, or conveyed, sold or otherwise transferred all or substantially all of its assets or shall have failed to maintain its corporate existence; (v) Borrower that is an individual dies or becomes permanently and totally disabled; (vi) Borrower (A) ceases doing business as a going concern; (B) makes an assignment for the benefit of creditors or admits in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure writing its inability to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement pay its debts as they mature or Tax Agreement; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally fails to pay its debts as they become due; (C) initiates any voluntary bankruptcy, reorganization, insolvency or an assignment similar proceeding; (D) fails to obtain the discharge of any bankruptcy, reorganization, insolvency or similar proceeding initiated against it by others within sixty (60) days of the Company for the benefit of creditorsdate such proceedings were initiated; (E) requests or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (120) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or appointment of a trustee, custodian or receiver or agent other officer with similar powers for itself or a substantial part of its property; or (however namedF) a trustee, custodian or receiver or other officer with similar powers is appointed for itself or authorized for a substantial part of its property; (vii) a default shall have occurred and be continuing under any contract, agreement or document between Borrower and Lender or any affiliate of Lender; (viii) a default shall have occurred and be continuing under any contract, agreement or document between Borrower and any of its other creditors, (ix) if Borrower’s obligations are guaranteed by any other party, an “Event of Default” (under and as defined in the Guaranty executed by such Guarantor) shall occur; (x) Lender shall have determined, in its sole discretion, that a material adverse change in Borrower’s existing or prospective financial condition, management or results of operations since the date hereof which may affect the ability of Borrower to take charge of substantially all perform its obligations under the Loan Documents has occurred; or (xi) the owners of the property capital stock or other units of ownership on the date of this Agreement entitled to vote for the election of the Company for board of directors of Borrower or other similar governing body cease to own or do not have the purpose of enforcing a lien against such Property or for unencumbered right to vote in the purpose of general administration aggregate at least ninety percent (90%) of such Property for the benefit capital stock or other ownership interest of creditorsBorrower.

Events of Default and Remedies. Section 6.1 The following shall each be (a) An event of default ("Events Event of Default" ") will have occurred if: (1) Applicant fails to pay when due, whether by demand, acceleration or otherwise, any indebtedness to Bank, or if there occurs any event which after notice or lapse of time will permit such acceleration; (2) Applicant breaches or is in default under this Project Agreement: the failure by the Company any agreement between Applicant and Bank; (3) Applicant or any guarantor or endorser of its obligations to observe and perform any covenant contained in Sections 2.1(eBank (an "Account Party") dies or is determined incompetent, is dissolved, suspends its present business, agrees to a merger or other absorption or to transfer or otherwise dispose of substantially all of its assets or makes or sends notice of a bulk sale; becomes insolvent (however such insolvency is evidenced), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued for a period of fifteen (15) days after the Agency gives written notice of such failure to the Company; the occurrence and continuation of a Recapture Event and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement or Tax Agreement; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally fails to pay its debts as they become due, fails to pay, withhold, collect any tax as required by law, has served or filed against it or its assets any lien, judgment, order or award; (4) a receiver or similar trustee is appointed for Applicant or its assets or any Account Party or general partner of either (with or without the agreement), or Applicant or its Account Party or general partner makes an assignment by the Company for the benefit of creditorscreditors or commences or has commenced against it a proceeding pursuant to any bankruptcy law; (5) any representation, warranty, statement or information made or furnished by Applicant to Bank proves to have been false or misleading in any material respect (including without limitation by omission of any contingent or unliquidated liability or claim against Applicant); (6) there occurs any change in the commencement by management or ownership of Applicant or any Account Party which is, in the Company opinion of the Bank, materially adverse to the Bank's interest and which remains uncorrected for thirty days after the Bank notifies Applicant of its opinion; (as 8) the debtorBank in good xxxxx xxxxx itself insecure with respect to reimbursement under this Agreement for any outstanding Credits whether or not Drafts thereunder have yet been presented. As obligations hereunder whether or not mature and whether direct or contingent shall become immediately due and payable (A) of a case in automatically if Applicant or any Account Party commences or has commenced against it any bankruptcy or any insolvency proceeding under and (B) at the Bank's option upon the occurrence of any other insolvency law; or the commencement Event of a case in bankruptcy or Default. This paragraph shall not cause any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented indebtedness not to by the Company or remains undismissed for one hundred (120) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditorsbe payable on demand.

Events of Default and Remedies. Section 6.1 The following (a) An Event of Default shall each be "Events occur hereunder if: (i) Lessee shall fail to make any payment of Default" under this Project Agreement: the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof rent or other amount owing hereunder when due and such failure shall have continued continue for a period of thirty 10 days; (30ii) Lessee shall fail to perform or observe any other covenant, agreement or condition hereunder within 30 days after of the Agency gives written notice to the Company, specifying that failure and stating that it be remedieddate Lessee becomes aware of such failure, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly if more than 30 days are reasonably required to cure such default default, Lessee fails to commence to diligently perform such obligations within such 30 days or discontinues such performance at any time; (iii) Lessee shall fail to maintain insurance as required by Section 9 of this Agreement, (iv) Lessee shall make any representation or warranty to National City herein or in any document or certificate furnished National City in connection herewith which shall prove to be incorrect at the time made and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued for a period of fifteen (15) days after the Agency gives written notice of such failure to the Company; the occurrence and continuation of a Recapture Event and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty Schedule entered into hereunder; (30v) day period, the CompanyLessee or any guarantor of Lessee's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement obligations hereunder (a "GUARANTOR") shall become insolvent or Tax Agreement; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or make an assignment by the Company for the benefit of creditorscreditors or consent to the appointment of a trustee or receiver, (vi) a trustee or receiver shall be appointed for Lessee or a Guarantor or for a substantial part of its property or for the Equipment, or reorganization, arrangement, insolvency, dissolution or liquidation proceedings shall be instituted by or against Lessee or a Guarantor and such appointment or proceedings are not terminated after 60 days; (vii) Lessee or a Guarantor liquidates, dissolves, or enters into any consolidation, merger, or other combination (unless Lessee is the surviving entity after such consolidation or merger), or sells, leases or disposes of a substantial portion of its business or assets, unless (x) the entity formed by the consolidation, or into which Lessee or a Guarantor is merged or the person or entity that acquires all or substantially all of Lessee's or a Guarantor's assets shall be organized under the laws of the United States or any state thereof and (y) National City is reasonably satisfied as to the creditworthiness of such person or entity and (z) on or before the effective date thereof such person or entity assumes all the obligations of Lessee or a Guarantor hereunder pursuant to an assignment and assumption agreement in form and substance satisfactory to National City; (viii) the current holders of 51% of the outstanding capital stock of a Lessee or a Guarantor that is not a publicly traded corporation shall cease to be the shareholders of Lessee or a Guarantor or cease to have the unconditional right to elect a majority of Lessee's or a Guarantor's board of directors (unless Lessee or a Guarantor shall have provided 30-days' prior written notice to National City of the proposed disposition of stock and National City shall have consented thereto in writing); (ix) an individual Guarantor shall become legally incapacitated or die; (x) Lessee and/or a Guarantor shall suffer an adverse material change in its financial condition from the date hereof, and as a result thereof National City deems itself or any of its Equipment to be insecure; or the commencement by the Company (as the debtorxi) of Lessee and/or a case Guarantor shall be in bankruptcy or any proceeding default under any other insolvency law; or the commencement of a case in bankruptcy agreement at any time executed with National City or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree affiliate or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (120) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge subsidiary of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditorsNational City Corporation.

Events of Default and Remedies. Section 6.1 The following shall each be An "Events Event of Default" under shall exist hereunder if any one or more of the following events shall occur and be continuing: (a) Maker shall fail to pay on or before the 10th day following the due date any principal of, or interest upon, this Project Agreement: Note; (b) any representation or warranty made by Maker to Payee herein or in any of other documents executed herewith shall prove to be untrue or inaccurate in any material respect; (c) default shall occur in the failure by performance of any of the Company covenants or agreements of Maker contained herein or in any other document executed or delivered to observe and perform any covenant contained Payee in Sections 2.1(e)connection herewith; (d) Maker, 2.1(g)or either of them, 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof and such failure shall have continued (1) apply for a period of thirty (30) days after the Agency gives written notice or consent to the Companyappointment of a receiver, specifying that failure and stating trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued for a period of fifteen (15) days after the Agency gives written notice of such failure to the Company; the occurrence and continuation of a Recapture Event and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement or Tax Agreement; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally is unable to pay its debts as they become due; or an , (3) make a general assignment by the Company for the benefit of creditors; , (4) file a petition or the commencement by the Company (as the debtor) answer seeking reorganization or an arrangement with creditors or to take advantage of a case in any bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtorlaws, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (1205) days, or the Company consents to or admits file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any such case bankruptcy, reorganization or insolvency proceeding; , or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company corporate action for the purpose of enforcing effecting any of the foregoing; (e) an order, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a lien against petition seeking reorganization of Maker, or either of them, or appointing a receiver, trustee, intervenor or liquidator of any such Property person, or of all or substantially all of its or their assets, and such order, judgment or decree shall continue unstayed and in effect for a period of sixty (60) days; or (f) the purpose dissolution or termination of general administration Maker, or either of them. If Maker fails or refuses to pay any part of the principal of or interest upon this Note or the Obligation as the same become due, or upon the occurrence of any Event of Default hereunder of under any other agreement or instrument securing or assuring the payment of this Note or executed in connection herewith, then in any such Property for event the benefit holder hereof may, at its option, (i) declare, the entire unpaid balance of creditorsprincipal of and accrued interest under this Note to be immediately due and payable without presentment or notice of any kind which Maker waives pursuant to Section 2 herein, (ii) reduce any claim to judgment; and/or (iii) pursue and enforce any of Payee's rights and remedies available pursuant to any applicable law or agreement.

Events of Default and Remedies. Section 6.1 The (a) Each of the following shall each be "Events events constitutes an “Event of Default" ” hereunder and any event that, with the passage of time or the giving of notice, or both, would constitute an Event of Default shall constitute a “Default” hereunder: (i) Lessee fails to pay any Rent when due under this Project Agreement: the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof Lease and such failure shall have continued continues for a period of thirty ten (3010) days after days; (ii) any representation or warranty made by Lessee in the Agency gives written notice Lease or in any other Lease Document shall at any time prove to have been incorrect in any material respect as and when made; (iii) Lessee (A) fails to obtain and maintain the Companyinsurance coverage required herein; or (B) fails to observe or perform any other covenant, specifying that failure and stating that it be remediedcondition or agreement under this Lease and, or in the case of any such default which can be cured with due diligence but not within such thirty clause (30) day periodB), the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued continues unremedied for a period of fifteen (15) days after the Agency gives written notice of such failure to the Companydays; the occurrence and continuation of a Recapture Event and such failure (iv) Lessee shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remediedconsolidated with or merged with or into another entity, or conveyed, sold or otherwise transferred all or substantially all of its assets or shall have failed to maintain its corporate existence; (v) Lessee (A) ceases doing business as a going concern; (B) makes an assignment for the benefit of creditors or admits in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure writing its inability to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement pay its debts as they mature or Tax Agreement; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally fails to pay its debts as they become due; (C) initiates any voluntary bankruptcy, reorganization, insolvency or an assignment similar proceeding; (D) fails to obtain the discharge of any bankruptcy, reorganization, insolvency or similar proceeding initiated against it by others within sixty (60) days of the Company for the benefit of creditorsdate such proceedings were initiated; (E) requests or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (120) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or appointment of a trustee, custodian or receiver or agent other officer with similar powers for itself or a substantial part of its property; or (however namedF) a trustee, custodian or receiver or other officer with similar powers is appointed for itself or authorized for a substantial part of its property; (vi) Lessee fails to take charge of substantially all return the Equipment or fails to return the Equipment in the required condition at the expiration of the property Term; (vii) a default shall have occurred and be continuing under any contract, agreement or document between Lessee and any of its other creditors, (viii) a default shall have occurred and be continuing under any contract, agreement or document between Lessee and Lessor or any affiliate of Lessor; (ix) if Lessee’s obligations are guaranteed by any other party, an “Event of Default” (under and as defined in a Guaranty executed by any such Guarantor) shall occur; or (x) the owners of the Company capital stock or other units of ownership on the date of this Lease entitled to vote for the purpose election of enforcing a lien against such Property the board of directors of the Lessee or for other similar governing body cease to own or do not have the purpose of general administration unencumbered right to vote in the aggregate at least fifty percent (50%) of such Property for the benefit capital stock or other ownership interest of creditorsLessee.

Events of Default and Remedies. Section 6.1 The (a) Each of the following shall each be "Events events constitutes an “Event of Default" ” hereunder and any event that, with the passage of time or the giving of notice, or both, would constitute an Event of Default shall constitute a “Default” hereunder: (i) Lessee fails to pay any Rent when due under this Project Agreement: the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof Lease and such failure shall have continued continues for a period of thirty ten (3010) days after days; (ii) any representation or warranty made by Lessee in the Agency gives written notice Lease or in any other Lease Document shall at any time prove to have been incorrect in any material respect as and when made; (iii) Lessee fails (A) to obtain and maintain the Companyinsurance coverage required herein; or (B) fails to materially observe or perform any other covenant, specifying that failure and stating that it be remediedcondition or agreement under this Lease and, or in the case of any such default which can be cured with due diligence but not within such thirty clause (30) day periodB), the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued continues unremedied for a period of fifteen (15) days after the Agency gives written notice of such failure thereof by Lessor to the CompanyLessee; the occurrence and continuation of a Recapture Event and such failure (iv) Lessee or any Guarantor shall have continued for a period of thirty (30) days after the Agency gives written notice to the Companyconsolidated with, specifying that failure and stating that it be remediedmerged with or into, or conveyed, sold or otherwise transferred all or substantially all of its assets or shall have failed to maintain its corporate existence; (v) Lessee or any Guarantor (A) ceases doing business as a going concern; (B) makes an assignment for the benefit of creditors or admits in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure writing its inability to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement pay its debts as they mature or Tax Agreement; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally fails to pay its debts as they become due; (C) initiates any voluntary bankruptcy, reorganization, insolvency or an assignment similar proceeding; (D) fails to obtain the discharge of any bankruptcy, reorganization, insolvency or similar proceeding initiated against it by others within sixty (60) days of the Company for the benefit of creditorsdate such proceedings were initiated; (E) requests or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (120) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or appointment of a trustee, custodian or receiver or agent other officer with similar powers for itself or a substantial part of its property; or (however namedF) a trustee, custodian or receiver or other officer with similar powers is appointed for itself or authorized for a substantial part of its property; (vi) Lessee fails to take charge of substantially all return the Equipment or fails to return the Equipment in the required condition at the expiration of the property Term; or (vii) if Lessee’s obligations are guaranteed by any other party, an “Event of Default” (under and as defined in the Company for the purpose of enforcing a lien against Guaranty executed by such Property or for the purpose of general administration of such Property for the benefit of creditorsGuarantor) shall occur.

Events of Default and Remedies. Section 6.1 The (a) Each of the following shall each be "Events events constitutes an “Event of Default" ” hereunder and any event that, with the passage of time or the giving of notice, or both, would constitute an Event of Default shall constitute a “Default” hereunder: (i) Lessee fails to pay any Rent when due under this Project Agreement: the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof Lease and such failure shall have continued continues for a period of thirty ten (3010) days after days; (ii) any representation or warranty made by Lessee in the Agency gives written notice Lease or in any other Lease Document shall at any time prove to have been incorrect in any material respect as and when made; (iii) Lessee fails (A) to obtain and maintain the Companyinsurance coverage required herein; or (B) fails to observe or perform any other covenant, specifying that failure and stating that it be remediedcondition or agreement under this Lease and, or in the case of any such default which can be cured with due diligence but not within such thirty clause (30) day periodB), the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued continues unremedied for a period of fifteen (15) days after the Agency gives written notice of unless Lessor waives such failure to the Companyin Lesor’s sole discretion; the occurrence and continuation of a Recapture Event and such failure (iv) Lessee or any Guarantor shall have continued for a period of thirty (30) days after the Agency gives written notice to the Companyconsolidated with, specifying that failure and stating that it be remediedmerged with or into, or conveyed, sold or otherwise transferred all or substantially all of its assets or shall have failed to maintain its corporate existence; (v) Lessee or any Guarantor (A) ceases doing business as a going concern; (B) makes an assignment for the benefit of creditors or admits in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure writing its inability to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement pay its debts as they mature or Tax Agreement; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally fails to pay its debts as they become due; (C) initiates any voluntary bankruptcy, reorganization, insolvency or an assignment similar proceeding; (D) fails to obtain the discharge of any bankruptcy, reorganization, insolvency or similar proceeding initiated against it by others within sixty (60) days of the Company for the benefit of creditorsdate such proceedings were initiated; (E) requests or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (120) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or appointment of a trustee, custodian or receiver or agent other officer with similar powers for itself or a substantial part of its property; or (however namedF) a trustee, custodian or receiver or other officer with similar powers is appointed for itself or authorized for a substantial part of its property; (vi) Lessee fails to take charge of substantially all return the Equipment or fails to return the Equipment in the required condition at the expiration of the property Term; (vii) a default shall have occurred and be continuing under any contract, agreement or document between Lessee and any of its other creditors, (viii) a default shall have occurred and be continuing under any contract, agreement or document between Lessee or any Guarantor and Lessor or any affiliate of Lessor; (ix) if Lessee’s obligations are guaranteed by any other party, an “Event of Default” (under and as defined in the Guaranty executed by such Guarantor) shall occur; (x) a material adverse change in Lessee’s existing or prospective financial condition or results of operations since the date hereof which may affect the ability of Lessee to perform its obligations under the Lease Documents shall occur and be continuing; or (xi) the individuals who as of the Company date of this Agreement are members of the Board of Directors of the Lessee (the “Incumbent Board”) cease for any reason to constitute at least a majority of the purpose Board of enforcing Directors; provided, however, that if the election, or nomination for election by the Lessee’s shareholders, of any new director was approved by a lien against vote of at least a majority of the Incumbent Board, such Property or new director shall, for purposes of this Agreement, be considered as a member of the purpose of general administration of such Property for the benefit of creditorsIncumbent Board.

Events of Default and Remedies. Section 6.1 The following shall each be "Events Class A Indenture will define an Event of Default" under this Project Agreement: Default to have occurred whenever, among other things, Jamboree LLC fails to make any payment in respect of principal of or premium on the failure by Class A Notes when the Company to observe same becomes due and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof payable and such failure shall have continued continues for a period of thirty (30) days 5 Business Days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedieddue date of such payment, or in the case fail to make any payment when due of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits interest on the date due, Class A Notes and such failure shall have continued continues for a period of fifteen (15) 10 days after the Agency gives written due date of such payment; or certain statements made in this Disclosure Statement or the Collateral Documents prove to contain any untrue statement of a material fact or omit to state a material fact; or Jamboree LLC fails to perform or observe certain terms, covenants or agreements contained in the Class A Indenture, the Plan or the Collateral Documents, subject, in certain instances to a 30 day cure period; or Jamboree LLC fails, after any applicable grace period, to pay any principal of or premium, if any, or interest on the Class B Senior Subordinated Secured Notes or any of its other Indebtedness, in an amount exceeding $200,000 (excluding the Class A Notes), when the same becomes due and payable; or any other event occurs or condition exists under any agreement or instrument relating to any such Indebtedness, if the effect of such event or condition is to accelerate the maturity of such Indebtedness; or any such Indebtedness is declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or certain events of bankruptcy, insolvency or reorganization occur with respect to Jamboree LLC; or any final judgment or order for the payment of money in excess of $100,000 amount is rendered against Jamboree LLC and either enforcement proceedings have been commenced by any creditor upon such judgment or order or 30 consecutive days shall have passed without a stay of such judgment or order; or the Class A Indenture or the Collateral Documents, for any reason, cease to create a valid first priority lien (except for liens expressly permitted to be senior to the New Deed of Trust in the Class A Indenture and the Collateral Documents) on collateral with respect to the Class A Notes having a value in excess of $100,000; or Jamboree LLC fails to pay any Imposition prior to delinquency or, if Jamboree LLC is prohibited by law from paying such Imposition, Jamboree LLC fails to pay such Imposition within 180 days of Jamboree LLC's receipt of notice of such failure prohibition; or Jamboree LLC shall fail to the Company; the occurrence and continuation of a Recapture Event and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default perform its obligations under the Leaseback Agreement or Tax Agreement; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (120) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditorsPlan.

Events of Default and Remedies. Section 6.1 A. The occurrence of any of the following shall each be "Events constitute an event of Default" default. (i) The Base Rental, Additional Rental or any other sum of money payable under this Project Agreement: Lease is not paid when due; (ii) Tenant's interest in the failure by Lease or the Company Premises shall be subjected to observe and perform any covenant contained attachment, levy, or sale pursuant to any order or decree entered against Tenant in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof any legal proceeding and such failure order or decree shall have continued for a period of not be vacated within thirty (30) days after the Agency gives written notice of entry thereof; (iii) Tenant breaches or fails to the Companycomply with any term, specifying that failure and stating that it be remediedprovision, condition, or covenant of this Lease (other than the payment of Base Rental, Additional Rental and any other sum due and payable hereunder) or with any of the Rules and Regulations or Building Moving Policy now or hereafter established from time to time by Landlord to govern the operation of the Building; (iv) Tenant fails to bond off or otherwise remove any lien filed against the Premises or the Building by reason of Tenant's actions, within three (3) days after Tenant has notice of the filing of such lien; (v) The appointment of a receiver to take possession of all or substantially all of the assets of Tenant or an assignment of Tenant for the benefit of Creditors, or any action taken or suffered by Tenant under any insolvency, bankruptcy, or reorganization act (other than a petition of involuntary bankruptcy which is dismissed within thirty (30) days of date of filing), shall, at Landlord's option, constitute an event of default by Tenant; or (vi) Tenant is liquidated or dissolved or its charter expires or is revoked, or Tenant is dissolved or partitioned. B. Upon the occurrence of an event of default and, in the case of any an event of default under subparagraph 18A(i) above, if such event of default which can be is not cured with within five (5) days of the due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date duedate, and in the case of an event of default under subparagraph 18A(ii) and A(iii) above, if such failure shall have continued for a period event of default is not cured within fifteen (15) days after the Agency gives written notice of such event of default is given by Landlord to Tenant, Landlord shall have the option to do and perform any one or more of the following in addition to, and not in limitation of, any other remedy or right permitted it by law or in equity or by this Lease; (i) Landlord, with or without terminating this Lease, may re-enter the Premises and perform, correct or repair any condition which shall constitute a failure on Tenant's part to keep, observe, perform, satisfy, or abide by any term, condition, covenant, agreement, or obligation of this Lease or of the Rules and Regulations now in effect hereafter adopted, and Tenant shall fully reimburse and compensate Landlord on demand for all costs and expenses incurred by Landlord in such performance, correction or repairing, including accrued interest as provided in the next sentence. All sums so expended to cure Tenaxx'x default shall accrue interest from the date of demand until date of payment at a rate of interest per annum equal to the Company; lesser of (a) eighteen percent (18%), or (b) the occurrence highest rate permitted by law (ii) Landlord, with or without terminating this Lease, may re-enter the Premises and continuation remove therefrom Tenant and all property belonging to or placed on the Premises by, at the direction of, or with consent of Tenant. Any such re-entry and removal by Landlord shall not of itself constitute an acceptance by Landlord of a Recapture Event surrender of this Lease or of the Premises by Tenaxx xxx shall not of itself constitute a termination of this Lease by Landlord. (iii) Landlord, with or without terminating this Lease, may relet the Premises or any part thereof for such time or times, at such rental or rentals and upon such failure shall have continued for a period of thirty (30) days after the Agency gives written notice other terms and conditions as Landlord in its sole discretion may deem advisable, and Landlord may make any alterations or repairs to the CompanyPremises which it may deem necessary or proper to facilitate such reletting, specifying that failure and stating that it be remedied, or in Tenant shall pay all costs of such reletting including but not limited to the case cost of any such default which can be cured with due diligence but alterations and repairs to the Premises, attorneys' fees, and brokerage commissions, and if this Lease shall not within such thirty (30) day periodhave been terminated, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement or Tax Agreement; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally Tenant shall continue to pay its debts as they become due; all rent and all other charges due under this Lease up to and including the date of beginning of payment of rent by any subsequent tenant of part or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (120) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property Premises, and thereafter Tenant shall pay monthly during the remainder of the Company Lease Term the difference, if any, between the rent and other charges collected from any such subsequent tenant or tenants and the rent and other charges reserved in this Lease, but Tenant shall not be entitled to receive any excess of any such rents collected over the rents reserved herein; (iv) Landlord may terminate this Lease, and this Lease shall be deemed to have been terminated upon written notice of such termination, Landlord shall recover from Tenant all damages Landlord may suffer by reason of such termination including, without limitation, unamortized sums expended by Landlord for construction of tenant improvements, all arrearage in rentals, costs, charges, additional rentals, and reimbursements, the cost (including court costs and actual attorneys' fees) of recovering possession of the Premises, the cost of any alteration of or repair to the Premises which is necessary or proper to prepare the same for re-letting and, in addition thereto, Landlord at its election shall have and recover from Tenant either (a) an amount equal to the excess, if any, of the total amount of all rents and other charges to be paid by Tenant for the purpose remainder of enforcing a lien against such Property or the Lease Term over the then reasonably rental value of the Premises for the purpose remainder of general administration the Lease Term discounted to the net present value as of such Property for the benefit of creditors.date paid using a five (5) percent annum discount rate, or (b) the rents and other 7

Events of Default and Remedies. Section 6.1 The a. Each of the following shall each be "Events events constitutes an “Event of Default" ” hereunder and any event that, with the passage of time or the giving of notice, or both, would constitute an Event of Default shall constitute a “Default” hereunder: (i) Borrower fails to pay any amount of principal and interest when due under this Project Agreement: the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof Note and such failure shall have continued continues for a period of thirty ten (3010) days after days; (ii) any representation or warranty made by Borrower in this Agreement or in any other Loan Document shall at any time prove to have been incorrect in any material respect as and when made; (iii) Borrower fails (A) to obtain and maintain the Agency gives written notice insurance coverage required herein; or (B) fails to the Companyobserve or perform any other covenant, specifying that failure and stating that it be remediedcondition or agreement under this Agreement or any other Loan Document and, or in the case of any such default which can be cured with due diligence but not within such thirty clause (30) day periodB), the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued continues unremedied for a period of fifteen (15) days after the Agency gives written notice of such failure to the Companydays; the occurrence and continuation of a Recapture Event and such failure (iv) Borrower shall have continued for a period of thirty (30) days after the Agency gives written notice to the Companyconsolidated with, specifying that failure and stating that it be remediedmerged with or into, or conveyed, sold or otherwise transferred all or substantially all of its assets or shall have failed to maintain its corporate existence; (v) Borrower (A) ceases doing business as a going concern; (B) makes an assignment for the benefit of creditors or admits in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure writing its inability to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement pay its debts as they mature or Tax Agreement; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally fails to pay its debts as they become due; (C) initiates any voluntary bankruptcy, reorganization, insolvency or an assignment similar proceeding; (D) fails to obtain the discharge of any bankruptcy, reorganization, insolvency or similar proceeding initiated against it by others within sixty (60) days of the Company for the benefit of creditorsdate such proceedings were initiated; (E) requests or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (120) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or appointment of a trustee, custodian or receiver or agent other officer with similar powers for itself or a substantial part of its property; or (however namedF) a trustee, custodian or receiver or other officer with similar powers is appointed for itself or authorized for a substantial part of its property; (vi) a default shall have occurred and be continuing under any contract, agreement or document between Borrower and Lender or any affiliate of Lender; (vii) a default shall have occurred and be continuing under any contract, agreement or document between Borrower and any of its other creditors, (viii) if Borrower’s obligations are guaranteed by any other party, an “Event of Default” (under and as defined in the Guaranty executed by such Guarantor) shall occur; (ix) a material adverse change in Borrower’s existing or prospective financial condition or results of operations since the date hereof which may affect the ability of Borrower to take charge of substantially all perform its obligations under the Loan Documents shall occur and be continuing; or (x) the owners of the property capital stock or other units of ownership on the date of this Agreement entitled to vote for the election of the Company for board of directors of the purpose of enforcing a lien against such Property Borrower or for other similar governing body cease to own or do not have the purpose of general administration unencumbered right to vote in the aggregate at least ninety percent (90%) of such Property for the benefit capital stock or other ownership interest of creditorsBorrower.

Events of Default and Remedies. Section 6.1 The (a) Each of the following shall each be "Events events constitutes an “Event of Default" ” hereunder and any event that, with the passage of time or the giving of notice, or both, would constitute an Event of Default shall constitute a “Default” hereunder: (i) Borrower fails to pay any amount of principal and interest when due under this Project Agreement: the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof Note and such failure shall have continued continues for a period of thirty ten (3010) days after days; (ii) any representation or warranty made by Borrower in this Agreement, any Note or in any other Loan Document shall at any time prove to have been incorrect in any material respect as and when made; (iii) Borrower (A) fails to obtain and maintain the Agency gives written notice insurance coverage required herein; or (B) fails to the Companyobserve or perform any other covenant, specifying that failure and stating that it be remediedcondition or agreement under this Agreement, any Note or any other Loan Document and, in the case of any such default which can be cured with due diligence but not within such thirty clause (30) day periodB), the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued continues unremedied for a period of fifteen (15) days after the Agency gives written notice of such failure to the Companydays; the occurrence and continuation of a Recapture Event and such failure (iv) Borrower which is not an individual shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remediedconsolidated with or merged with or into another entity, or conveyed, sold or otherwise transferred all or substantially all of its assets or shall have failed to maintain its corporate existence; (v) Borrower that is an individual dies or becomes permanently and totally disabled; (vi) Borrower (A) ceases doing business as a going concern; (B) makes an assignment for the benefit of creditors or admits in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure writing its inability to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement pay its debts as they mature or Tax Agreement; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally fails to pay its debts as they become due; (C) initiates any voluntary bankruptcy, reorganization, insolvency or an assignment similar proceeding; (D) fails to obtain the discharge of any bankruptcy, reorganization, insolvency or similar proceeding initiated against it by others within sixty (60) days of the Company for the benefit of creditorsdate such proceedings were initiated; (E) requests or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (120) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or appointment of a trustee, custodian or receiver or agent other officer with similar powers for itself or a substantial part of its property; or (however namedF) a trustee, custodian or receiver or other officer with similar powers is appointed for itself or authorized for a substantial part of its property; (vii) a default shall have occurred and be continuing under any contract, agreement or document between Borrower and Lender or any affiliate of Lender; (viii) nonpayment by Borrower of any Rate Management Obligation when due or the breach by Borrower of any term, provision, or condition contained in any Rate Management Agreement; (ix) a default shall have occurred and be continuing under any contract, agreement or document between Borrower and any of its other creditors, (x) if Borrower’s obligations are guaranteed by any other party, an “Event of Default” (under and as defined in the Guaranty executed by such Guarantor) shall occur; (xi) Lender shall have determined, in its sole discretion, that a material adverse change in Borrower’s existing or prospective financial condition, management or results of operations since the date hereof which may affect the ability of Borrower to take charge of substantially all perform its obligations under the Loan Documents has occurred; or (xii) the owners of the property capital stock or other units of ownership on the date of this Agreement entitled to vote for the election of the Company for board of directors of Borrower or other similar governing body cease to own or do not have the purpose of enforcing a lien against such Property or for unencumbered right to vote in the purpose of general administration aggregate at least ninety percent (90%) of such Property for the benefit capital stock or other ownership interest of creditorsBorrower.

Events of Default and Remedies. Section 6.1 The An “EVENT OF DEFAULT” shall exist hereunder if any one or more of the following events shall each occur and be "Events of Default" under continuing: (a) Company shall fail to pay when due any principal of, or interest upon, this Project Agreement: Note or the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof Obligation and such failure shall have continued continue for three (3) days after such payment became due; or (b) Company shall fail to perform any of the covenants or agreements contained herein and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (c) any representation or warranty made by Company to Holder herein shall prove to be untrue or inaccurate in any material respect; or (d) the Company shall (1) apply for or consent to the appointment of a receiver, trustee, intervener, custodian, or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3) make a general assignment for the benefit of creditors, (4) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy or insolvency laws, or (5) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization, or insolvency proceeding, or take corporate action for the purpose of effecting any of the foregoing; or (e) an order, judgment, or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization of the Company or appointing a receiver, trustee, intervener, or liquidator of the Company or of all or substantially all of its assets, and such order, judgment, or decree shall continue unstayed and in effect for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, days; or in the case of any such default which can be cured with due diligence but not within such thirty (30f) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued for a period of fifteen (15) days after the Agency gives written notice of such failure to the Company; the occurrence and continuation of a Recapture Event and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement or Tax Agreement; the dissolution or liquidation of the Company; or (g) a Change of Control. Upon the failure by occurrence of any Event of Default hereunder, then the Holder hereof may, at its option, (i) declare the entire unpaid principal balance and accrued interest upon the Note to be immediately due and payable without presentment or notice of any kind which Company waives pursuant to releaseSECTION 3 herein, stayand/or (ii) pursue and enforce any of Holder’s rights and remedies available pursuant to any applicable law or agreement; provided, dischargehowever, lift in the case of any Event of Default specified in PARAGRAPH (d) or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtore) of a case in bankruptcy this SECTION 4 without any notice to Company or any proceeding under any other insolvency law; or act by Hxxxxx, the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor)principal balance and interest accrued on this Note shall become immediately due and payable without presentment, wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtordemand, protest, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (120) daysother notice of any kind, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditorswhich are hereby waived by Company.

Events of Default and Remedies. Section 6.1 The (a) Any one or more of the following events which shall each have occurred and be continuing shall constitute an event of default ("Events Event of Default" under "): (i). Default in the payment of interest upon this Project Agreement: Note, as and when the failure by same shall become due; or (ii). Default in the payment of the principal of this Note, as and when the same shall become due; or (iii). Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv). The Company shall fail to perform or observe and perform any affirmative covenant contained in Sections 2.1(ethis Note and such Default, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Company; or (v), 2.1(gThe Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) shall take any action to authorize or effect any of the actions set forth above in this subsection 3 (iv); or (v) Any proceeding shall be instituted against the Company seeking to adjudicate it a bankrupt or insolvent, 2.1(ior seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for the Company or for any substantial part of its property, and either such proceeding shall not have been dismissed or shall not have been stayed for a period of sixty (60) days or any of the actions sought in such proceeding (including, without limitation, the entry of any order for relief against it or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property) shall occur; or (vi). One or more final judgments or orders for the payment of money in excess of $100,000 in the aggregate shall be rendered against the Company, 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof and such failure either (A) enforcement proceedings shall have continued for a been commenced by any creditor upon any such judgment or order, or (B) there shall be any period of thirty (30) days after during which enforcement of any such judgment or order shall not be discharged, stayed or fully satisfied. (b). If an Event of Default described above has occurred, then the Agency gives written Holder may, without further notice to the Company, specifying declare the principal amount of this Note at the time outstanding, together with accrued unpaid interest thereon, and all other amounts payable under this Note to be forthwith due and payable, whereupon such principal, interest and all such amounts shall become and be forthwith due and payable. (c). The Company covenants that failure in case the principal of, and stating accrued interest on, the Note becomes due and payable by declaration or otherwise, then the Company will pay in cash to the Holder of this Note, the whole amount that it then shall have become due and payable on this Note for principal or interest, as the case may be, and in addition thereto, such further amount as shall be remediedsufficient to cover the costs and expenses of collection, including reasonable fees and disbursements of the Holder's legal counsel. In case the Company shall fail forthwith to pay such amount, the Holder may commence an action or proceeding at law or in equity for the case collection of the sums so due and unpaid, and may prosecute any such default which can be cured with due diligence but not within such thirty (30) day periodaction or proceeding to judgment or final decree against Company or other obligor upon this Note, wherever situated, the Company's failure monies adjudicated or decreed to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued for a period of fifteen (15) days after the Agency gives written notice of such failure to the Company; the occurrence and continuation of a Recapture Event and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement or Tax Agreement; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (120) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditorspayable. 5.

Events of Default and Remedies. Section 6.1 The following Upon the happening of an event of ------------------------------ default with respect to this Note, the whole sum of principal and interest still outstanding pursuant to the terms of this Note shall each be "Events become due and payable immediately, at the option of Default" under this Project Agreement: the failure by the Company to observe and perform any covenant contained in Sections 2.1(e)Lender, 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof and such failure shall have continued for a period of unless said default is cured within thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case business days. The following shall constitute events of any such default which can be cured with due diligence but not within such thirty hereunder: (301) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure by of the Company Borrower to pay the Recapture Benefits on the date due, principal when due and such failure shall have continued for payable; (2) a period of fifteen (15) days after the Agency gives written notice of such failure to the Company; the occurrence and continuation of a Recapture Event and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, decree or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement or Tax Agreement; the dissolution or liquidation of the Company; or the failure order by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters being entered adjudging the Borrower a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, readjustment, arrangement, composition or similar relief for the Borrower under the Federal bankruptcy laws, or any other similar applicable Federal or state law, and such decree or order shall have continued undischarged or unstayed for a period of sixty (60) days; or (3) a decree or order of a court having jurisdiction in the premises for relief against the Company as appointment of a receiver, liquidator, trustee or assignee in bankruptcy or insolvency of the debtorBorrower, or a substantial part of its property or for the winding-up or liquidation of its affairs, shall have been entered, and such case decree or proceeding is consented to by the Company order shall have remained in force discharged or remains undismissed unstayed for one hundred a period of sixty (12060) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named4) is appointed or authorized to take charge of substantially all any substantial part of the property of the Company for Borrower, on a consolidated basis, shall be sequestered or attached and shall not be returned to the purpose possession of enforcing the Borrower or released from such attachment within sixty (60) days thereafter; or (5) the Borrower shall institute proceedings to be adjudicated a lien voluntary bankrupt or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or similar applicable Federal or state law, or shall consent to the filing of any such Property petition, or for shall consent to the purpose appointment of general administration a receiver, liquidator, trustee or assignee in bankruptcy or insolvency of such Property it or a substantial part of its property, or shall make an assignment for the benefit of creditors.

Events of Default and Remedies. Section 6.1 The Payee shall have the ------------------------------ right, without demand or notice, to accelerate this Note and to declare the entire unpaid balance hereof and the obligations evidenced hereby immediately due and payable and to seek and obtain payment of this Note upon the occurrence of any of the following shall each be "Events events of Default" default: (a) the Maker fails to pay any installment of principal payable under this Project Agreement: the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof and such failure shall have continued for a period of thirty Note or interest thereon within twenty (3020) days after the Agency gives written notice due date therefor; provided that, without limiting the terms and conditions of Section 11.07 of the Stock Purchase Agreement, it shall not constitute an event of default hereunder if the Maker exercises its rights of offset under Section 11.07 of the Stock Purchase Agreement, provided that the Maker also complies with all escrow requirements applicable to the Company, specifying that failure and stating that it be remediedset forth in such Section 11.07, or (b) the Maker admits in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued for a period of fifteen (15) days after the Agency gives written notice of such failure to the Company; the occurrence and continuation of a Recapture Event and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement or Tax Agreement; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair writing its ability to carry on its operations; or the failure by the Company generally inability to pay its debts generally as they become due; , files a case or petition in bankruptcy or a case or petition to take advantage of any bankruptcy, reorganization or insolvency act, makes an assignment by the Company for the benefit of creditors; , or consents to the commencement by the Company (as the debtor) appointment of a case in bankruptcy receiver for itself or any proceeding under any other insolvency law; for all or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (120) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of its property or, on a petition in bankruptcy filed against it, is adjudicated a bankrupt, which judgment, order or decree shall not be appealed within the property permitted time period from the date of entry thereof and subsequently vacated. Upon such declaration by the Payee, the obligations evidenced by this Note shall be immediately due and payable. If the indebtedness evidenced by this Note shall not be paid on the date when due (subject to the proviso set forth in clause (a) above), thereafter the unpaid principal balance of such indebtedness shall bear interest at the rate per annum set forth in Section 1.1 above plus 3% until the past due portion of the Company for indebtedness (including all accrued and unpaid interest) is paid, but in no event shall such rate of interest exceed the purpose highest rate permitted by applicable law. The parties hereto agree that the failure timely to make a payment hereunder would cause harm to the Payee, and it is impracticable and extremely difficult to fix the actual damages that would be sustained should the Maker fail timely to make a required payment hereunder. Accordingly, the Maker shall pay to the Payee an amount equal to 5% of enforcing any delinquent payment due under this Note as a lien against such Property or for late payment fee and/or liquidated damages. The parties agree that the purpose foregoing liquidated damages are reasonable considering all the facts and circumstances existing as of general administration the date hereof and constitute the parties' good faith estimate of such Property for the benefit actual damages reasonably expected to result from the failure to pay timely. In the event of creditorsany event of default hereunder, the Maker agrees to pay to the Payee all expenses incurred by the Payee, including, without limitation, reasonable fees and disbursements of counsel, incurred by the Payee in the enforcement and collection of this Note.

Events of Default and Remedies. Section 6.1 The (a) Each of the following shall each be "Events constitute an Event of Default" under this Project Agreement: ; (i) default for 60 days in the payment when due of interest on the Notes; (ii) default in payment when due of the principal of or premium, if any, on the Notes; (iii) failure by the Company or any of its Restricted Subsidiaries for 75 days after notice by the holder of at least 25% of Notes then outstanding to observe and perform comply with any covenant contained of its agreements in Sections 2.1(ethe Notes; (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), 2.1(g)other than Indebtedness owed to the Company or a Restricted Subsidiary, 2.1(i)whether such Indebtedness or guarantee now exists, 2.1(j)or is created after the dated hereof, 2.1(k)which default (a) is caused by a failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of such Indebtedness (a “Payment Default”) or (b) results in the acceleration of such Indebtedness, 4.3prior to its express maturity and, 4.5in each case, 4.6the principal amount of any such Indebtedness, 4.7together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, 5.1aggregates $20.0 million or more; (v) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $20.0 million, 5.2which judgments are not paid, 7.1 and 7.6 hereof and such failure shall have continued discharged or stayed for a period of thirty 60 days (30net of applicable insurance coverage which is acknowledged in writing by the insurer); (vi) days after the Agency gives written notice loss of the legal right to the Company, specifying that failure and stating that it be remedied, or in the case of operate any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure Casino by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued or any of its Restricted Subsidiaries resulting in a cessation of operations for a period of fifteen more than 360 days; (15vii) days after the Agency gives written notice Company or any Significant Subsidiary, pursuant to or under or within the meaning of such failure any Bankruptcy Law (1) commences a voluntary case or proceeding, (2) consents to the Company; entry of any order for relief against it in an involuntary case or proceeding or to the occurrence and continuation commencement of any case against it, (3) consents to the appointment of a Recapture Event and such failure shall have continued Custodian of it or for any substantial part of its property, (4) makes a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement or Tax Agreement; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an general assignment by the Company for the benefit of its creditors; or the commencement by the Company , (as the debtor5) of files a case petition in bankruptcy or any proceeding answer or consent seeking reorganization or relief, or (6) consents to the filing of such petition or the appointment of or taking possession by a Custodian; and (viii) a court of competent jurisdiction enters an order or decree under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company Bankruptcy Law that (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order 1) is for relief against the Company as the debtoror any Significant Subsidiary, in an involuntary case or proceeding, or such case or proceeding is consented to by adjudicates the Company or remains undismissed for one hundred any Significant Subsidiary insolvent or bankrupt, (1202) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or appoints a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property Custodian of the Company for the purpose of enforcing a lien against such Property or any Significant Subsidiary, or for any substantial part of its property, or (3) orders the purpose winding up or liquidation of general administration of such Property the Company or any Significant Subsidiary, and the order or decree remains unstayed and in effect for the benefit of creditors60 days.

Events of Default and Remedies. Section 6.1 The (a) Each of the following shall each be "Events events constitutes an “Event of Default" ” hereunder and any event that, with the passage of time or the giving of notice, or both, would constitute an Event of Default shall constitute a “Default” hereunder: (i) Borrower fails to pay any amount of principal and interest when due under this Project Agreement: the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof Note and such failure shall have continued continues for a period of thirty ten (3010) days after days; (ii) any representation or warranty made by Borrower in this Agreement, any Note or in any other Loan Document shall at any time prove to have been incorrect in any material respect as and when made; (iii) Borrower (A) fails to obtain and maintain the Agency gives written notice insurance coverage required herein; or (B) fails to the Companyobserve or perform any other covenant, specifying that failure and stating that it be remediedcondition or agreement under this Agreement, any Note or any other Loan Document and, in the case of any such default which can be cured with due diligence but not within such thirty clause (30) day periodB), the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued continues unremedied for a period of fifteen (15) days after the Agency gives written notice of such failure to the Companydays; the occurrence and continuation of a Recapture Event and such failure (iv) Borrower or any Guarantor which is not an individual shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remediedconsolidated with or merged with or into another entity, or conveyed, sold or otherwise transferred all or substantially all of its assets or shall have failed to maintain its corporate existence; (v) Borrower or any Guarantor that is an individual dies or becomes permanently and totally disabled; (vi) Borrower or any Guarantor (A) ceases doing business as a going concern; (B) makes an assignment for the benefit of creditors or admits in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure writing its inability to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement pay its debts as they mature or Tax Agreement; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally fails to pay its debts as they become due; (C) initiates any voluntary bankruptcy, reorganization, insolvency or an assignment similar proceeding; (D) fails to obtain the discharge of any bankruptcy, reorganization, insolvency or similar proceeding initiated against it by others within sixty (60) days of the Company for the benefit of creditorsdate such proceedings were initiated; (E) requests or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (120) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or appointment of a trustee, custodian or receiver or agent other officer with similar powers for itself or a substantial part of its property; or (however namedF) a trustee, custodian or receiver or other officer with similar powers is appointed for itself or authorized for a substantial part of its property; (vii) a default shall have occurred and be continuing under any contract, agreement or document between Borrower or any Guarantor and Lender or any affiliate of Lender; (viii) nonpayment by Borrower of any Rate Management Obligation when due or the breach by Borrower of any term, provision, or condition contained in any Rate Management Agreement; (ix) a default shall have occurred and be continuing under any contract, agreement or document between Borrower and any of its other creditors, (x) if Borrower’s obligations are guaranteed by any other party, an “Event of Default” (under and as defined in the Guaranty executed by such Guarantor) shall occur; (xi) Lender shall have determined, in its sole discretion, that a material adverse change in Borrower’s existing or prospective financial condition, management or results of operations since the date hereof which may affect the ability of Borrower to take charge of substantially all perform its obligations under the Loan Documents has occurred; or (xii) the owners of the property capital stock or other units of ownership on the date of this Agreement entitled to vote for the election of the Company for board of directors of Borrower or other similar governing body cease to own or do not have the purpose of enforcing a lien against such Property or for unencumbered right to vote in the purpose of general administration aggregate at least ninety percent (90%) of such Property for the benefit capital stock or other ownership interest of creditorsBorrower.

Events of Default and Remedies. Section 6.1 The following shall each be An "Events Event of Default" under shall exist hereunder if any one or more of the following events shall occur: (a) Maker shall fail to pay when due any principal of, or interest upon, this Project Agreement: the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof and such failure Note; (b) Maker shall have continued (1) apply for a period of thirty (30) days after the Agency gives written notice or consent to the Companyappointment of a receiver, specifying that failure and stating trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued for a period of fifteen (15) days after the Agency gives written notice of such failure to the Company; the occurrence and continuation of a Recapture Event and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement or Tax Agreement; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally is unable to pay its debts as they become due; or an , (3) make a general assignment by the Company for the benefit of creditors; , (4) file a petition or the commencement by the Company (as the debtor) answer seeking reorganization or an arrangement with creditors or to take advantage of a case in any bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtorlaws, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (1205) days, or the Company consents to or admits file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any such case bankruptcy, reorganization or insolvency proceeding; , or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company corporate action for the purpose of enforcing effecting any of the foregoing; (c) an order, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a lien against petition seeking reorganization of maker or appointing a receiver, trustee, intervenor or liquidator of Maker, or of all or substantially all of its assets, and such Property order, judgment or decree shall continue unstayed and in effect for a period of sixty (60) days; (d) the purpose dissolution or liquidation of general administration Maker; (e) Maker shall breach any covenant under this Note, (f) any "Event of such Property for Default," as defined in the benefit Security Agreement or the Mortgage, shall occur, (g) any failure to pay, when due, any obligations, whether as to principal, interest or otherwise, including non-payment following acceleration or maturity, shall occur with respect to the Senior Financing Debt and continue past the expiration of creditors.any period of grace, if any, with respect thereto provided in the document governing the same, (h) any default or event of default, other than a default or event of default occasioned by a failure to pay as described in the

Events of Default and Remedies. Section 6.1 The occurrence of any one of the following shall each constitute an Event of Default hereunder: (a) Lessee fails to pay or Lessor does not receive any installment of rent on or before the fifth day following the date when the same becomes due and payable; (b) Lessee attempts to remove, sell, assign, transfer, encumber, sublet or part with possession of the Equipment or any items thereof, except as expressly permitted herein; (c) Lessee shall fail to procure and or maintain insurance in accordance with Section 8 hereof or such insurance shall be "Events reduced, modified, canceled, terminated or lapsed; (d) Any guarantor of Default" any of Lessee ’s obligations under this Project Agreement: any Lease Schedule defaults in the failure by the Company performance of any covenant or obligation in favor of Lessor; (e) Lessee shall fail to observe and or perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof of the other obligations required to be observed or performed by Lessee hereunder and such failure shall have continued continue uncured for a period of thirty ten (3010) days after the Agency gives written notice thereof to the Company, specifying that failure and stating that it be remedied, Lessee by Lessor; (f) Any representation or warranty made by Lessee herein or in any document or certificate furnished in connection herewith shall prove incorrect in any material respect; (g) Lessee ceases doing business as a going concern, makes an assignment for the case benefit of any such default which can be cured with due diligence but not within such thirty (30) day periodcreditors, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued for a period of fifteen (15) days after the Agency gives written notice of such failure to the Company; the occurrence and continuation of a Recapture Event and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or admits in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement or Tax Agreement; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair writing its ability to carry on its operations; or the failure by the Company generally inability to pay its debts as they become due; , files a voluntary petition in bankruptcy, is adjudicated a bankrupt or an assignment by the Company insolvent, files a petition seeking for the benefit of creditors; itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding similar arrangement under any other insolvency law; present or the commencement of a case in bankruptcy future statute, law or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree regulation or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (120) days, or the Company consents to or admits files an answer admitting the material allegations of a petition filed against it in any such case proceeding, consents to or proceedingacquiesces 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 it or its shareholders take any action looking to its dissolution or liquidation; or a (h) Within thirty (30) days after the commencement of any proceeding against Lessee seeking reorganization, arrangement, readjustments, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceedings shall not have been dismissed, or if within thirty (30) days after the appointment, without Lessee’s consent or acquiescence, of any trustee, receiver or agent liquidator of it or of all or any substantial part of its assets and properties, such appointment shall not be vacated. (however namedi) is appointed Lessee or authorized any guarantor shall default in the payment or performance of any other duties, obligations or liabilities of any indebtedness for borrowed money, or under conditional sales or installment contracts or similar agreements, leases or obligations evidenced by bonds, debentures, notes or other similar agreements or instruments to take charge any creditor (including Lessor under any other agreement) after any and all applicable cure periods therefor shall have elapsed. Upon the occurrence of substantially an Event of Default, Lessor may at its option do any or all of the property following: (i) by notice to Lessee terminate this Lease as to the subject Lease Schedule: (ii) whether or not this Lease is terminated as to any Lease Schedule, take possession of any or all of the Company Equipment listed on the subject Lease Schedule, wherever situated, and for such purpose, enter upon any premises without liability for so doing or Lessor may cause Lessee, and Lessee hereby agrees, to return the purpose Equipment to Lessor as provided in this Lease; (iii) recover from Lessee, as liquidated damages for loss of enforcing a lien against bargain and not as a penalty, an amount equal to the stipulated loss value as provided in the Stipulated Loss Value Schedule attached as an Exhibit to the applicable Lease Schedule, which payment shall become immediately due and payable; or (iv) sell, dispose of, hold, use or lease any Equipment as Lessor in its sole discretion may determine without, except as provided below, any duty to account to Lessee (and Lessor shall not be obligated to give preference to the sale, lease or other disposition of the Equipment over the sale, lease or other disposition of similar equipment owned or leased by Lessor). In any event, Lessee shall, without further demand, pay to Lessor an amount equal to all sums due and payable for all periods up to and including the date on which Lessor has declared this Lease to be in default. In the event that Lessee shall have paid to Lessor the liquidated damages referred to in clause (iii) above, Lessor hereby agrees to pay to Lessee, promptly after receipt thereof, all rentals or proceeds received from any reletting of the Equipment to the extent such Property rentals or proceeds are attributable to the balance of the Base Term (after deduction of all expenses incurred by Lessor and a reasonable sales commission to Lessor), said amount never to exceed the amount of the liquidated damages paid by Lessee. Lessee agrees that Lessor shall have no obligation to sell or lease the Equipment. In the event that Lessee has paid Lessor the amount set forth in (iii) above, and provided all other amounts due under the Lease have been paid, then Lessor shall deliver title to the Equipment to Lessee, unencumbered as to Lessor, “as is” and “where is” without recourse or representation. Lessee shall in any event remain fully liable for the purpose of general administration reasonable damages as provided by law and for all costs and expenses incurred by Lessor on account of such Property default including, but not limited to, all court costs and reasonable attorney’s fees. Lessee further agrees that, in any event, it will be liable for the benefit of creditorsany deficiency after any sale, lease or other disposition by Lessor. The rights afforded Lessor hereunder shall not be deemed to be exclusive, but shall be in addition to any rights or remedies provided by law. 10.

Events of Default and Remedies. Section 6.1 The following (6.1) It shall each be an "Events Event of Default" under this Project Agreement: Leasehold Mortgage if (a) The Borrower shall fail to pay any principal or interest due under either Note when and as the failure by same becomes due (whether at the Company stated maturity or at a date fixed for any installment payment or otherwise); or (b) The Borrower shall fail to observe and comply with or perform any covenant contained in Sections 2.1(e)of the terms, 2.1(g)conditions or covenants of either Note, 2.1(i)the Loan and Security Agreement, 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remediedthis Leasehold Mortgage, or any Loan Document described in the case Note; or (c) The Borrower or any of any such default which can be cured with due diligence but not within such thirty (30) day periodits principals shall make an assignment for the benefit of creditors, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure by the Company or shall admit in writing its inability to pay the Recapture Benefits on the date due, and such failure shall have continued for a period of fifteen (15) days after the Agency gives written notice of such failure to the Company; the occurrence and continuation of a Recapture Event and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement or Tax Agreement; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; , or an assignment by the Company for the benefit of creditors; shall file a petition in bankruptcy, or the commencement by the Company (as the debtor) of shall be adjudicated a case in bankruptcy bankrupt or insolvent, or shall file a petition seeking any proceeding reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any other insolvency law; present or the commencement of a case in bankruptcy future statute, law or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtorregulation, or such case shall file an answer admitting or proceeding is consented to by the Company or remains undismissed for one hundred (120) days, or the Company consents to or admits not contesting the material allegations of a petition filed against it in any such case proceedings, or proceeding; shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of the Borrower or any Guarantor or any material part of its properties, or shall not within 90 days after the appointment without the consent or acquiescence of the Borrower or any Guarantor or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all liquidator of the property Borrower or any material part of its properties have such appointment vacated (or such events or filings occur with respect to any Guarantor); or (d) Borrower shall suffer, consent or permit any conveyance, sale, assignment, transfer, lien, pledge, mortgage or other encumbrance or alienation of the Company for Premises or any part thereof without the purpose prior written consent of enforcing the Lender; or (e) There shall be a lien against default in the performance of any terms, conditions or covenants of any other instrument securing or executed in connection with the Note; or (f) Borrower or any Guarantor shall be dissolved, wound up or fail to maintain its legal existence (or, if any Guarantor be an individual, shall die or be adjudged incompetent); or (g) All or a substantial part of the Premises shall be damaged or destroyed or be taken under or pursuant to an action in eminent domain; or (h) Borrower shall abandon the Premises; or (i) There shall be an “Event of Default” under the Loan and Security Agreement, or Borrower shall be in default of any other agreement, lease, restrictive covenant, declaration, or mortgage encumbering the Premises or executed in connection with this Leasehold Mortgage; or (j) An adverse change in Borrower's business, including the ownership, management, and financial conditions, which in Lender's opinion, impairs any collateral or repayment of the debt owed; or (k) a default under the Business Credit Card Agreement dated July 6, 2010; or (l) a default or breach by Borrower under the Sublease or any termination, modification or alteration of the Sublease without Lender’s prior written consent; or (m) a breach or default of Borrower under the $1,750,000 Promissory Note or the $200,000 Line of Credit Note, dated February 1, 2011, or under all Mortgages, Assignment, and Loan Documents described in such Property or for the purpose of general administration of such Property for the benefit of creditorsNotes.

Events of Default and Remedies. Section 6.1 The (a) Any of the following events or conditions shall each be "Events constitute an event of default (Event of Default" under this Project Agreement) hereunder: the failure (i) nonpayment, when due, whether by the Company to observe and perform acceleration or otherwise, of principal of or interest on any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remediedIndebtedness, or default by Applicant in the case performance of any such default which can be cured with due diligence but not within such thirty obligation, covenant, term or condition of this Agreement or any other agreement between Applicant and Bank; (30ii) day perioddeath or judicial declaration of incompetency of Applicant, if any individual; (iii) the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure filing by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued for a period of fifteen (15) days after the Agency gives written notice of such failure to the Company; the occurrence and continuation or against Applicant of a Recapture Event and such failure shall have continued request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as a period bankrupt, relief as a debtor or other relief under the bankruptcy, insolvency or similar laws of thirty the United States or any state or territory thereof or any foreign jurisdiction, now or hereafter in effect; (30iv) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case making of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement or Tax Agreement; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an general assignment by the Company Applicant for the benefit of creditors; Applicant shall have made or suffered a transfer of any of its property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law; the commencement by the Company (as the debtor) appointment of a case receiver or trustee for Applicant or for any assets of Applicant, including, without limitation, the appointment of or taking possession by a "custodian", as defined in bankruptcy the Federal Bankruptcy Code; the making of any, or sending notice of any proceeding under any other insolvency lawintended, bulk sales; or the commencement institution by or against Applicant of a case in bankruptcy any type of insolvency proceeding (under the Federal Bankruptcy Code or otherwise) or of any formal or informal proceeding under any other insolvency law for the dissolution or liquidation of, settlement of claims against or winding up of affairs of, Applicant; (v) the Company (as the debtor)sale, wherein a court having jurisdiction in the premises enters a decree assignment, transfer or order for relief against the Company as the debtor, delivery of all or such case or proceeding is consented to by the Company or remains undismissed for one hundred (120) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property assets of Applicant; the cessation by Applicant as a going business concern, the entry of judgment against Applicant, other than a judgment for which Applicant is fully insured, if ten days thereafter such judgment is not satisfied, vacated, bonded or stayed pending appeal; or if Applicant is generally not paying Applicant's debts as such debts become due; (vi) the occurrence of any event described in paragraph 6(a)(ii), (iii), (iv) or (v) hereof with respect to any indorser, guarantor or any other party liable for, or whose assets or any interest therein secures, payment of any Indebtedness (Third Party), or the occurrence of any such event with respect to any general partner of Applicant, if Applicant is a partnership; (vii) if any certificate, statement, representation, warranty or audit heretofore or hereafter furnished by or on behalf of Applicant or any Third Party, pursuant to or in connection with this Agreement, or otherwise (including, without limitation, representations and warranties continued herein), or as an inducement to Bank to extend any credit to or to enter into this or any other agreement with Applicant, proves to have been false in any material respect at the time as of which the facts therein set forth were stated or certified, or to have omitted any substantial contingent or unliquidated liability or claim against Applicant or any such Third Party; or, if upon the date of execution of this Agreement there shall have been any materially adverse change in any of the Company for facts disclosed by any such certificate, statement, representation, warranty or audit, which change shall not have been disclosed in writing to Bank at or prior to the purpose of enforcing a lien against such Property or for the purpose of general administration time of such Property execution; (viii) nonpayment by Applicant when due of any indebtedness for borrowed money owing to any third party, or the benefit occurrence of creditorsany event which could result in acceleration of payment of any such indebtedness; or (ix) the reorganization, merger or consolidation of Applicant (or the making of any agreement therefor) without the prior written consent of Bank.

Events of Default and Remedies. Section 6.1 The An Event of Default is defined in the Notes as one of the following shall each be "Events of Default" under this Project Agreementevents occurring: the failure by (1) the Company to observe defaults in the payment of interest on any Note when the same becomes due and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 payable and 7.6 hereof and such failure shall have continued the default continues for a period of thirty 10 days; (302) days the Company defaults in the payment of the principal or premium, if any, of any Note when the same becomes due and payable at maturity, upon redemption or otherwise; (3) the Company fails to comply with any of its other agreements or covenants in, or provisions of, the Notes, and the default continues for the period and after the Agency gives written notice to specified below; or any representation or warranty made in any document executed and delivered in connection with the Notes was false in any material respect on the date as of which made or deemed made and the default continues for the period and after the notice specified below; (4) a default occurs under any mortgage, indenture, instrument or agreement under which there may be issued or by which there may be secured or evidenced any indebtedness of the Company, specifying that failure and stating that it whether such indebtedness now exists or shall be remediedcreated hereafter, if the holder or holders of at least $1,000,000 in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing principal amount of such default with indebtedness cause such $1,000,000 (or more) in principal amount of indebtedness to become due diligenceand payable prior to its stated maturity; (5) a final judgment or final judgments for the failure payment of money are entered by a court or courts of competent jurisdiction against the Company to pay the Recapture Benefits on the date due, and such failure shall have continued judgment or judgments remain undischarged for a period (during which execution shall not be effectively stayed) of fifteen 60 days, provided that the aggregate of all such judgments that are not covered by insurance under which the Company is a beneficiary exceeds $1,000,000; (156) days after the Agency gives written notice Company pursuant to or within the meaning of such failure any bankruptcy law: (a) commences a voluntary case; (b) consents to the Companyentry of an order for relief against it in an involuntary case; (c) consents to the occurrence and continuation appointment of a Recapture Event and such failure shall have continued custodian of it or for all or substantially all of its property; (d) makes a period general assignment for the benefit of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement or Tax Agreement; the dissolution or liquidation of the Companyits creditors; or the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (120e) days any execution, garnishment, judgment or attachment of such consequence as may impair admits in writing its ability to carry on its operations; or the failure by the Company inability generally to pay its debts as they the same become due; (7) a court of competent jurisdiction enters an order or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding decree under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company that: (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order a) is for relief against the Company as the debtor, or such case or proceeding is consented to by in an involuntary case; (b) appoints a custodian of the Company or remains undismissed for one hundred (120) days, all or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company; or (c) orders the liquidation of any of the Company and the order or decree remains unstayed and in effect for 60 days; or (8) a court of competent jurisdiction enters a final judgment holding any of the purpose documents delivered in connection with the Notes to be invalid or unenforceable and such judgment remains unstayed and is in effect for a period of enforcing 60 consecutive days; or if the Company shall assert, in any pleading filed in such a lien against court, that any of the documents delivered in connection with the Notes are invalid or unenforceable. If an Event of Default (other than an Event of Default specified in clause (6) or (7) above with respect to the Company) occurs and is continuing, then and in every such Property case, the respective holders of at least a majority in principal amount of the then outstanding Notes, by notice to the Company, may declare the unpaid principal of, premium, if any, and any accrued interest on all the Notes to be due and payable. Upon such declaration, the principal, premium, if any, and interest shall be due and payable immediately. If an Event of Default specified in clause (6) or for (7) above occurs with respect to the purpose Company, such an amount shall ipso facto become and be immediately due and payable without any declaration or other act on the part of general administration any Holder. The Holders of such Property for a majority in aggregate principal amount of the benefit Notes then outstanding may, on behalf of creditorsthe Holders of all the Notes, waive any past Default or Event of Default and its consequences, except Default in the payment of principal, of premium, if any, or interest on the Notes (other than the nonpayment of principal, of premium, if any, and interest on the Notes that has become due solely by virtue of an acceleration that has been duly rescinded as provided above) or in respect of a covenant or provision of the Notes that cannot be modified or amended without the consent of all Holders.

Events of Default and Remedies. Section 6.1 The following (a) An Event of Default shall each be "Events occur hereunder if: (i) Lessee shall fail to make any payment of Default" under this Project Agreement: the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof rent or other amount owing hereunder when due and such failure shall have continued continue for a period of thirty 10 days; (30ii) Lessee shall fail to perform or observe any other covenant, agreement or condition hereunder within 30 days after the Agency gives of written notice thereof being given by National City to the Company, specifying that failure and stating that it be remediedLessee, or in the case of any if more than 30 days are reasonably required, Lessee fails to commence to diligently perform such default which can be cured with due diligence but not obligations within such thirty 30 days; (30iii) day period, Lessee shall make any representation or warranty to National City herein or in any document or certificate furnished National City in connection herewith which shall prove to be incorrect at the Company's failure to proceed promptly to cure such default time made and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued for a period of fifteen (15) days after the Agency gives written notice of such failure to the Company; the occurrence and continuation of a Recapture Event and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty Schedule entered into hereunder; (30iv) day period, the CompanyLessee or any guarantor of Lessee's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement obligations hereunder (a "GUARANTOR") shall become insolvent or Tax Agreement; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or make an assignment by the Company for the benefit of creditorscreditors or consent to the appointment of a trustee or receiver, (v) a trustee or receiver shall be appointed for Lessee or a Guarantor or for a substantial part of its property or for the Equipment, or reorganization, arrangement, insolvency, dissolution or liquidation proceedings shall be instituted by or against Lessee or a Guarantor and such appointment or proceedings are not terminated after 60 days; (vi) Lessee or a Guarantor liquidates, dissolves, or enters into any consolidation, merger, or other combination (unless Lessee is the surviving entity after such consolidation or merger), or sells, leases or disposes of a substantial portion of its business or assets, unless (x) the entity formed by the consolidation, or into which Lessee or a Guarantor is merged or the person or entity that acquires all or substantially all of Lessee's or a Guarantor's assets shall be organized under the laws of the United States or any state thereof and (y) National City is reasonably satisfied as to the creditworthiness of such person or entity and (z) not less than 30 days prior thereto such person or entity assumes all the obligations of Lessee or a Guarantor hereunder pursuant to an assignment and assumption agreement in form and substance satisfactory to National City; (vii) the current holders of 51% of the outstanding capital stock of a Lessee or a Guarantor that is not a publicly traded corporation shall cease to be the shareholders of Lessee or a Guarantor or cease to have the unconditional right to elect a majority of Lessee's or a Guarantor's board of directors (unless Lessee or a Guarantor shall have provided 60-days' prior written notice to National City of the proposed disposition of stock and National City shall have consented thereto in writing); (viii) an individual Guarantor shall become legally incapacitated or die; (ix) Lessee and/or a Guarantor shall suffer an adverse material change in its financial condition from the date hereof, and as a result thereof National City deems itself or any of its Equipment to be insecure; or the commencement by the Company (as the debtorx) of Lessee and/or a case Guarantor shall be in bankruptcy or any proceeding default under any other insolvency law; or the commencement of a case in bankruptcy agreement at any time executed with National City or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree affiliate or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (120) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge subsidiary of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditorsNational City Corporation.

Events of Default and Remedies. Section 6.1 The following shall each be "Events Subject to the limitations set forth in the provisions of (b) - (d) of this Paragraph 14, in the event (“Event of Default" under this Project Agreement: ”) of (i) the failure of either Party to make when due, any payment required hereunder if such failure is not remedied within five working days after notice of such failure is given to the defaulting Party by the Company other Party, (ii) the failure of either party to observe and perform comply with any covenant contained or all of its other respective obligations in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof good faith as herein set forth and such failure shall have continued non-compliance is not cured within five days after notice thereof to the defaulting party, or (iii) either Party (a) filing a petition in bankruptcy and such petition is not withdrawn or dismissed for 30 days after such filing; (b) having such a period of petition filed against it, and such petition is not withdrawn or dismissed within thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, such filing; (c) becoming otherwise insolvent or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued for a period of fifteen (15) days after the Agency gives written notice of such failure to the Company; the occurrence and continuation of a Recapture Event and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement or Tax Agreement; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally unable to pay its debts as they become due; , or an assignment by (iv) the Company for the benefit of creditors; or the commencement by the Company (as the debtor) failure of a case Party’s guarantor (such Party being deemed to be the defaulting party) to perform any covenant set forth in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtorits guaranty, or such case guaranty shall expire or proceeding be terminated or shall cease to guarantee the obligations of such Party hereunder, or such guarantor shall become subject to any of the events specified in (iii) (a), (b) or (c) above, the non-defaulting party may, for so long as such Event of Default is consented continuing, (A) establish by notice to the defaulting party a date on which this Agreement shall terminate early (the “Early Termination Date”), and the non-defaulting party shall calculate, using the formula described in 14 (b) or (c) below, as applicable, and otherwise in a commercially reasonable manner, its damages, including any associated costs, resulting from the early termination of this Agreement. Such damages and costs, if any, shall be paid by the Company or remains undismissed for one hundred (120) days, or defaulting party to the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all nondefaulting party within five working days of the property defaulting party’s receipt of Notice of the Company damages amount, and/or (B) suspend performance of its obligations under this Agreement until such Event of Default is cured. The failure of the Parties to agree on a price adjustment shall not constitute grounds for the purpose rescission or termination of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditorsthis Agreement.

Events of Default and Remedies. Section 6.1 (a) The following shall each be "constitute Events of Default" under this Project AgreementDefault for purposes of the remedies set forth in Section 18.01(b) hereof: (i) any failure of Tenant to pay any rental or other charges due hereunder within ten (10) days after written notice of such default shall have been mailed to Tenant, or (ii) if Tenant (A) fails to take possession of and open for business from the failure Premises fully fixtured, stocked and staffed on by the Company date thirty (30) days following the Commencement Date, (B) fails to observe and perform any covenant contained obligation hereunder prior to such Commencement Date, (C) fails to continuously operate its business pursuant to Section 7.02 for the purpose specified in Sections 2.1(e)Section 7.01 hereof except for the occasional failure which is beyond Tenant’s reasonable anticipation and control, 2.1(g)(D) fails or refuses to maintain business hours on such days or nights or any parts thereof as provided in Section 7.03 hereof, 2.1(i)(E) fails to operate under the name specified in Section 1.01(l) hereof except for the occasional failure which is beyond Tenant’s reasonable anticipation and control, 2.1(j)(F) abandons, 2.1(k)leaves vacant or deserts the Premises, 4.3or (G) permits this Lease to be taken under any writ of execution, 4.5or (iii) if there shall be any default by Tenant (or by any person or entity which directly or indirectly controls, 4.6is controlled by, 4.7or is under common control with Tenant) under any other lease with Landlord (or any person or entity which is affiliated with Landlord or which, 5.1directly or indirectly, 5.2controls, 7.1 and 7.6 hereof and is controlled by, or is under common control with Landlord, or which is managed by the managing agent utilized by Landlord for the Shopping Center) which shall not be remedied within the applicable grace period, if any, provided therefor under such other lease, or if there shall be any default by Tenant or any entity affiliated with Tenant with respect to any financing or arrangement, if any, relating to items used in, or the operation of business in the Premises, or (iv) any failure shall have continued to perform any other of the terms, conditions or covenants of this Lease to be observed or performed by Tenant for a period of more than thirty (30) days after the Agency gives written notice of such default shall have been mailed to Tenant (provided, however, such period shall be extended by Landlord for an additional reasonable period if the Company, specifying that failure and stating default is of such a nature that it be remedied, or in the case of any such default which can cannot be cured with due diligence but not within such thirty ([30) day period, the Company's failure to proceed promptly to cure such default ] days and thereafter prosecute Tenant has diligently commenced the curing of such default with due diligence; and is diligently pursuing the failure by the Company same to pay the Recapture Benefits on the date due, and such failure shall have continued for a period of fifteen (15) days after the Agency gives written notice of such failure to the Company; the occurrence and continuation of a Recapture Event and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement or Tax Agreement; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtorcompletion), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (120) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.. Impossible Kicks/The Gardens/7/28/2023 19

Events of Default and Remedies. Section 6.1 The occurrence of any of the following shall each be an "Event of Default" hereunder: (a) failure of Borrower to make any payment when due under this Note or under any other note or obligation of Borrower to Lender; (b) an Event of Default under the Security Documents, or any default under any of the following that does not have a defined set of "Events of Default" and the lapse of any notice or cure period provided therein: any other agreement, document or instrument between Borrower and Lender; (c) if Borrower shall (i) make an assignment for the benefit of creditors, (ii) have a petition initiating any proceeding under this Project Agreement: the Bankruptcy Code filed by or against one or more of them, (iii) have a receiver, trustee, or custodian appointed for all or any material part of Borrower’s assets, or (iv) seek to make an adjustment, settlement or extension of their respective debts with his, her or its (as the case may be) creditors generally; (d) a proceeding being filed by or commenced against Borrower for dissolution or liquidation, or Borrower voluntarily or involuntarily terminating or dissolving or being terminated or dissolved; (e) in the event a judgment or writ or order of attachment or garnishment is made and issued against Borrower or Borrower’s property; (f) any representation or warranty made by Borrower to Lender in any document, including but not limited to the Security Documents, or any other documents now or in the future securing the obligations of Borrower to Lender, is false or erroneous in any material respect; (g) the failure by the Company of Borrower to observe and or perform any covenant or other agreement with Lender contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof and such failure shall have continued for a period any document executed in connection with this Note or any of thirty the Security Documents; (30h) days after in the Agency gives written notice event Lender in good xxxxx xxxxx itself insecure with respect to the Company, specifying that failure and stating that it be remediedpayment of this Note, or in good faith believes the case prospect of payment is impaired, or Lender determines in the exercise of its sole judgment that Lender’s perfection in any of the Collateral is impaired; or (i) the failure of any such default which can be cured Borrower to observe or perform any covenant or other agreement with due diligence Lender contained in any document, including but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued for a period of fifteen (15) days after the Agency gives written notice of such failure limited to the Company; the occurrence and continuation of a Recapture Event and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, Security Documents or any documents now or in the case future securing the obligations of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure Borrower to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, Lender. Upon the occurrence of an Event of Default under Default: (i) the Leaseback Agreement or Tax Agreement; outstanding principal balance hereunder together with any additional amounts secured by the dissolution or liquidation Security Documents, at the option of the Company; holder and without demand or notice of any kind (which are hereby expressly waived), may be accelerated and become immediately due and payable, (ii) this Note, together with all arrearages of interest will from the failure date of the occurrence of the Event of Default bear interest at the Default Rate, (iii) Borrower will pay to Lender all reasonable attorneys’ fees, court costs and expenses incurred by Lender in connection with Lender's efforts to collect the indebtedness evidenced by the Company Note, and (iv) the liability of Borrower hereunder shall be limited to releaseand satisfied exclusively from the Collateral, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or and Lender’s sole remedy in the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) event of a case in bankruptcy or any proceeding default under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law this Note is to foreclose its lien and security interest against the Company (as the debtor)Collateral, wherein it being understood that this is a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (120) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditorsnon-recourse Note.

Events of Default and Remedies. Section 6.1 The (a) If any one or more of the following shall events (each be "Events an “Event of Default" under this Project Agreement: the failure by the Company to observe ”) shall occur and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued for a period of fifteen (15) days after the Agency gives written notice of such failure to the Company; the occurrence and continuation of a Recapture Event and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues continuing beyond any applicable cure or notice and cure period: (i) Company shall fail to pay when due or within five days following notice or actual knowledge thereof; (ii) any representation or warranty made by Company in the Recapitalization Agreement shall have been incorrect in any material respect when made, (iii) Company shall default in the due performance or observance by it of any other term, covenant or agreement contained in this Note which default is not cured by Company within 30 days following notice or actual knowledge thereof; (iv) (A) Company or any of its consolidated subsidiaries shall (1) default in any payment of any Junior Indebtedness, other than Junior Indebtedness arising hereunder, or (2) default in the observance or performance of any agreement or condition relating to any Junior Indebtedness, other than Junior Indebtedness arising hereunder, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the occurrence effect of which default or other event or condition is to cause, or to permit the holder or holders of such Junior Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity, or (B) any Junior Indebtedness, other than Indebtedness arising hereunder, of Company shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; provided, however, that it shall not be an Event of Default under this clause (iii) unless the Leaseback Agreement or Tax Agreementaggregate principal amount of all Junior Indebtedness as described in the preceding clauses (A) and (B) is at least equal to the then outstanding principal amount of this Note; the dissolution or liquidation (v) Company shall commence a voluntary case concerning itself under any bankruptcy law of the Company; United States or any other jurisdiction, or an involuntary case is commenced against Company under any such laws, and the petition is not controverted within 10 days, or is not dismissed within 30 days, after commencement of the case, or Company suffers any appointment of any custodian or the failure by like for him or any substantial part of his property to continue undischarged or unstayed for a period of 30 days, or Company makes a general assignment for the benefit of creditors, or Company to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company shall generally to not pay its debts as they become due; or an assignment by the Company (vi) any judgment or decree for the benefit payment of creditors; or money in excess of the commencement by the then outstanding principal amount of this Note is entered against Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtorits consolidated subsidiaries and not paid, or enforcement of such case or proceeding judgment is consented to by the Company or remains undismissed for one hundred (120) daysnot stayed within 30 days after such judgment is rendered; THEN, or the Company consents to or admits the material allegations against it and in any such case event, Holder may, by notice to Company, declare the entire outstanding principal balance and all accrued and unpaid interest under this Note to be immediately due and payable in full, without presentment, demand, protest, or proceeding; or a trusteefurther notice of any kind, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditorswhich are expressly waived by Company.

Events of Default and Remedies. Section 6.1 The following shall each be "Events We may cancel any Contract and liquidate our position in the currency of Default" under this Project Agreement: such Contract if performance of the failure Contract by you or us becomes unlawful as a result of the Company to observe and perform adoption of, or any covenant contained in Sections 2.1(e)change in, 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof and such failure shall have continued for a period of thirty (30) days any applicable law after the Agency gives written notice to date on which the CompanyContract is entered into, specifying that failure and stating that it be remediedor as a result of the promulgation of or any change in, or in the case of interpretation by any court or tribunal or regulatory authority with competent jurisdiction of, any applicable law after such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued for a period of fifteen (15) days after the Agency gives written notice of such failure to the Company; date. Upon the occurrence and continuation at any time during the continuance of any of the following events (each, an "Event of Default"), we may also cancel any or all the outstanding Contracts and liquidate our position in the currency of such Contracts and setoff against any of your cash, deposit accounts, securities, securities accounts or other property we hold or any obligation we have to you to recover any amounts you owe to us as a Recapture Event and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remediedresult of, or in the case connection with, such cancellation or liquidation: (a) you fail to give us settlement instructions as provided in this Agreement; (b) you fail for any other reason to settle a Contract on its Settlement Date; (c) you fail to perform any of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default your agreements or obligations under the Leaseback this Agreement or Tax Agreementany Contract; the dissolution (d) any representation or liquidation warranty made by you to us under this Agreement or any Contract is incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated; (e) a default, event of the Companydefault or other similar condition or event (however described) occurs under one or more agreements or instruments relating to any of your obligations (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money ("Indebtedness") which has resulted in such Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments, before it would otherwise have been due and payable; (f) you (i) dissolve or the failure by the Company to releaseliquidate, stay, discharge, lift or bond within on hundred twenty (120ii) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company are not generally to pay its paying your debts as they become due; , (iii) become insolvent, however such insolvency may be evidenced, or an (iv) make any general assignment by the Company for the benefit of creditors; (g) a petition is filed by or against you seeking your liquidation or reorganization under the commencement Bankruptcy Reform Act, Title 11 of the United States Code, as amended or recodified from time to time, or a similar action is brought by or against you under any federal, state or foreign law; (h) a proceeding is instituted by or against you for any relief under any bankruptcy, insolvency or other law relating to the Company relief of debtors, reorganization, readjustment or extension of indebtedness or composition with creditors; (as the debtori) a custodian or a receiver is appointed for, or a writ or order of a case in bankruptcy attachment, execution or garnishment is issued, xxxxxd or made against, any of your property or assets; (j) an application is made by any of your judgment creditors for an order directing us to pay over money that we hold from you or to deliver other of your property; (k) any government authority or any proceeding under court takes possession of any other insolvency law; substantial part of your property or the commencement of a case in bankruptcy assets or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtorassumes control over your affairs, or (l) we in our sole discretion make a commercially reasonable determination that such case or proceeding cancellation is consented necessary to by the Company or remains undismissed for one hundred (120) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditorsprotect us.

Events of Default and Remedies. Section 6.1 The following events shall be deemed to be events of default (each be an "Events Event of Default" ") by Subtenant under this Project AgreementSublease: Subtenant shall fail to make any payment of Rent required to be made by Subtenant hereunder, as and when due, in accordance with the failure by terms of this Sublease or the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof Prime Lease and such failure cure period under the Prime Lease less two (2) days shall have continued for a period elapsed; Subtenant shall fail to comply with its obligations hereunder which are expressly incorporated from the Prime Lease under Article III hereof (other than with respect to the payment of Rent) and the time within which such failure is required to be cured thereunder shall have elapsed; Subtenant shall fail to comply with any term, provision or covenant of this Sublease, and shall not cure such failure within thirty (30) days after of receiving notice of such failure from Sublandlord (provided, however, if the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case default is not by its nature capable of any such default which can be cured with due diligence but not cure within such thirty (30) day perioddays, the Company's failure to proceed promptly to it shall not be an Event of Default if and so long as Subtenant commences a cure such default and thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued for a period of fifteen (15) days after the Agency gives written notice of such failure to the Company; the occurrence and continuation of a Recapture Event and such failure shall have continued for a period of within thirty (30) days after and thereafter diligently prosecutes the Agency gives written cure to completion); or Notwithstanding the foregoing, in the event Sublandlord shall receive from the Owner any notice of default under the Prime Lease or notice of any event, which, with the giving of notice or lapse of time, or both, would constitute such a default, (i) Sublandlord shall promptly and without delay furnish notice to this effect to Subtenant if Sublandlord receives such notice or (ii) Subtenant shall promptly and without delay furnish notice to this effect to Sublandlord. In the Companyevent Sublandlord shall fail to so notify Subtenant, specifying that failure and stating that it Sublandlord shall not be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure entitled to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of declare an Event of Default under this Sublease with respect to the Leaseback Agreement event or Tax Agreement; circumstance in question, unless the dissolution or liquidation notice furnished by the Owner to the Sublandlord in accordance with the terms of the Company; Lease was also furnished to the Subtenant or was furnished to the failure Subtenant in lieu of Sublandlord. Notwithstanding any provision of this Sublease to the contrary, Sublandlord shall not be entitled to declare an Event of Default under this Sublease as a result of any default under the Prime Lease if such default has been timely cured in accordance with the terms of the Prime Lease. Upon the occurrence of any Event of Default hereunder, Sublandlord shall have the option, in addition to all other remedies set forth herein and in the Prime Lease, to pursue any one or more of the following remedies without any notice or demand whatsoever: Sublandlord may (i) terminate this Sublease in its entirety, or (ii) terminate Subtenant's right to possession in its entirety, without terminating the Sublease. Upon the occurrence of any event discussed in Section 5.01, following an Event of Default, Subtenant shall surrender possession and vacate the Subleased Premises immediately, and deliver possession thereof to Sublandlord, and Subtenant hereby grants to Sublandlord full and free license to enter into and upon the Subleased Premises in such event with process of law and to repossess Sublandlord of the Subleased Premises as of Sublandlord's former estate and to expel or remove Subtenant and any others who may be occupying or within the Subleased Premises and to remove any and all property therefrom. Upon termination of this Sublease in its entirety, following an Event of Default, Sublandlord shall be entitled to recover as damages, all Rent that is derived from the terminated Sublease and other sums due and payable by Subtenant on the Company date of termination, plus the sum of (i) an amount equal to releasethe then present value of the Rent that is derived from the terminated Sublease and other sums provided herein to be paid by Subtenant for the residue of the Term hereof, stayless the present value of the fair rental value of the Subleased Premises for such residue (taking into account the expense necessary to obtain a replacement subtenant or subtenants, dischargeincluding reasonable expenses hereinafter described in subparagraph (d) relating to recovery of the Subleased Premises, lift preparation for reletting and for reletting itself), and (ii) the reasonable cost of performing any other covenants which would have otherwise been performed by Subtenant under the terms hereof. In such event, Sublandlord shall take commercially reasonable actions to mitigate its damages and resublet the Subleased Premises. Upon any termination of Subtenant's right to possession only in its entirety, without termination of the Sublease following an Event of Default, Sublandlord may, at Sublandlord's option, enter into the Subleased Premises, remove Subtenant's signs and other evidences of tenancy, and take and hold possession thereof as provided in subparagraph (b) above, without such entry and possession terminating this Sublease or bond within on hundred twenty (120) days releasing Subtenant, in whole or in part, from any executionobligation, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally including Subtenant's obligation to pay its debts as they become due; or an assignment by the Company Rent for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (120) days, or the Company consents to or admits the material allegations against it in full Term. In any such case or proceeding; or Subtenant shall pay forthwith to Sublandlord, if Sublandlord so elects, a trustee, receiver or agent (however named) is appointed or authorized sum equal to take charge of substantially all the entire amount of the property Rent under this Sublease for the Subleased Premises for the residue of the Company Term plus any other sums provided herein to be paid by Subtenant for the purpose remainder of enforcing the Term. In such event, Sublandlord shall take commercially reasonable actions to mitigate its damages and resublet the Subleased Premises. In connection therewith, and to the extent permitted by the Prime Lease, Sublandlord may resublet the Subleased Premises for such rent and upon such terms as Sublandlord in its reasonable discretion shall determine (including the right to resublet the Subleased Premises for a lien against greater or lesser term than that remaining under this Sublease, the right to resublet the Subleased Premises as a part of a larger area, and the right to change the character or use made of the Subleased Premises) and Sublandlord shall not be required to accept any subtenant offered by Subtenant or to observe any instructions given by Subtenant about such Property or reletting. If the consideration collected by Sublandlord upon any such resubletting plus any sums previously collected from Subtenant are not sufficient to pay the full amount of all Rent and other sums reserved in this Sublease for the purpose remaining Term hereof, together with the reasonable costs of general administration repairs, alterations, additions, redecorating, and Sublandlord's expenses of resubletting and the collection of the rent accruing therefrom (including attorneys' fees and brokers' commissions), Subtenant shall pay to Sublandlord the amount of such Property deficiency upon demand and Subtenant agrees that Sublandlord may file suit to recover any sums falling due under this Section. Sublandlord may, at Sublandlord's option, enter into and upon the Subleased Premises, with process of law, to maintain, repair or replace anything for which Subtenant is responsible under this Sublease and perform such obligations on Subtenant's behalf and put the benefit Subleased Premises in good order, condition and repair. Subtenant agrees to reimburse Sublandlord, on demand, for any reasonable expenses which Sublandlord may incur in thus effecting compliance with Subtenant's obligations under this Sublease. Pursuit of creditorsany of the foregoing remedies shall not preclude the pursuit of any of the other remedies provided herein, or any other remedies provided by law (all such remedies being cumulative), nor shall pursuit of any remedy provided herein or in any of the aforementioned documents constitute a forfeiture or waiver of any Rent or other payments due to Sublandlord hereunder or of any damages accruing to Sublandlord by reason of the violation of any of the terms, provisions and covenants herein contained. No waiver by Sublandlord or Subtenant of any violation or breach of any of the terms, provisions and covenants herein contained shall be deemed or construed to constitute a waiver of any other violation or breach of any of the terms, provisions and covenants herein contained. Sublandlord's acceptance of the payment of rental or other payments hereunder after the occurrence of a default shall not be construed as a waiver of such default, unless Sublandlord so notifies Subtenant in writing. Forbearance by Sublandlord or Subtenant in enforcing one or more of the remedies provided herein, in the Lease or in any documents executed in connection with the aforementioned documents, upon a default shall not be deemed or construed to constitute a waiver of such default or of Sublandlord's right to enforce any such remedies with respect to such default or any subsequent default.

Events of Default and Remedies. Section 6.1 Without notice or demand (which are hereby waived), the entire unpaid principal balance of, and all accrued but unpaid interest on, this Note shall immediately become due and payable at the option of the holder hereof upon the occurrence of any Event of Default. The occurrence of any one or more of the following shall constitute an Event of Default hereunder (each be an "Events Event of Default" under this Project Agreement: the "): (a) a failure by Maker to make any payment of principal or interest on this Note or any other payment required of Maker by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof Loan Documents when due and such failure shall have continued continues for a period of five (5) days after Payee has provided notice to Maker via facsimile; (b) Maker shall fail to observe or perform any obligation, requirement, covenant or restriction to be observed or performed by it under the Security Agreement or any other Loan Document (other than a payment described in subparagraph (a) above) and such failure continues for a period of five (5) days after Payee has provided notice to Maker via facsimile, or a default or event of default occurs under any other Loan Document which is not cured within any applicable grace period provided therein; (c) any representation or warranty made by Maker to Payee in any of the Loan Documents or in any financial statement, representation, warranty or certificate made or furnished to Payee in connection with the Security Agreement or any of the other Loan Documents, or the Purchase Agreement, or as an inducement for Payee to enter into the Security Agreement, the other Loan Documents or the Purchase Agreement, shall be false, misleading, incorrect or incomplete in any material respect; (d) the appointment of a receiver, trustee, conservator, or liquidator of Maker, any guarantor of any of the Obligations (a "Guarantor"), the Collateral or any part thereof, or any other property of Maker or of any Guarantor which is not dismissed within thirty (30) days after its filing; (e) a filing by Maker or any Guarantor of a voluntary petition seeking an entry of an order for relief as a debtor in a proceeding under the Agency gives written notice to United States Bankruptcy Code or seeking reorganization or rearrangement or taking advantage of any bankruptcy, insolvency, liquidation, conservatorship, receivership, moratorium, rearrangement, reorganization or other similar law for the Company, specifying that failure and stating that it be remediedrelief of debtors, or in an answer by Maker or any Guarantor admitting the material allegations of a petition filed against Maker or a Guarantor, as the case may be, in any bankruptcy, reorganization, insolvency, conservatorship, or similar proceeding, or an admission by Maker or any Guarantor in writing of an inability to generally pay its, his or their debts as they become due; (f) the making by Maker or any Guarantor of a general assignment for the benefit of creditors; (g) failure of Maker to generally pay its debts as they mature or failure of any such default which can be cured with due diligence but not within such thirty Guarantor to generally pay its debts when they mature; (30h) day periodthe filing of a petition or entry of an order for relief by or against Maker or any Guarantor as debtor in a proceeding under the United States Bankruptcy Code by any court of competent jurisdiction, or approving a petition seeking reorganization of Maker or any Guarantor or an arrangement of their debts, or appointing a receiver, trustee, conservator, or liquidator of Maker or any Guarantor, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing Collateral or any party thereof, or any other property of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued for a period Maker or of fifteen (15) days after the Agency gives written notice of such failure to the Company; the occurrence and continuation of a Recapture Event and such failure shall have continued for a period of any Guarantor not dismissed within thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty filing; (30i) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of a default by Maker or any Guarantor, or an Event event or condition which, with the giving of Default notice or passage of time, or both, would constitute a default by Maker or any Guarantor under any agreement between Maker or any Guarantor and Payee; (j) the liquidation, termination, or dissolution of Maker or any Guarantor; (k) if Maker or any Guarantor repudiates any of its obligations under the Leaseback Note or contests the validity of the security interest granted in the Security Agreement or Tax the enforceability of the rights and remedies provided in the Security Agreement; the dissolution (l) Maker or liquidation any Guarantor shall have concealed, removed, or permitted to be concealed or removed, any part of the Company; its property, with intent to hinder, delay or the failure by the Company defraud its creditors or any of them, or made or suffered a transfer of any of its property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law, or shall have made any transfer of its property to release, stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditorsa creditor at a time when other creditors similarly situated have not been paid; or the commencement by the Company have suffered or permitted, while insolvent, any creditor to obtain a lien upon any of its property through legal proceedings or distraint; (as the debtorm) of a case in bankruptcy Maker or any proceeding under Guarantor shall be in default of an obligation to pay any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (120) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.indebtedness greater than Fifty Thousand