Common use of Right to Cure Clause in Contracts

Right to Cure. After Notice has been served, the Breaching Owner shall have a reasonable time in which to cure the material breach (the “Breaching Owner’s Cure”), but in no event shall the Breaching Owner have less than thirty (30) days for the Breaching Owner’s Cure. If the Breaching Owner fails to cure the material breach within the time given, then the Developer Owners shall have an additional reasonable amount of time to cure the Breaching Owner’s breach (the “Developer Owner’s Cure”), but in no event shall the Developer Owners have less than an additional thirty (30) days for the Developer Owner’s Cure. Notwithstanding the foregoing, the Breaching Owner and the Developer Owners, as applicable, shall be afforded an additional reasonable period of time to cure the breach if cure is commenced within the time period and thereafter diligently pursued but cannot be completed within said time frame Termination or Modification by the Town. If the Breaching Owner or the Developer Owner fails to cure the material breach under [OBEY CREEK: Cross check - Section 4.13(c)], then the Town Council may elect to terminate or modify the Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice of termination or modification or finding of breach by the Town may be appealed to the Town Board of Adjustment in the manner provided by G.S. 160A-388(b1). Thereafter, the Breaching Owner and the Developer Owners may pursue any other rights and remedies available at law or in equity. If after mediation the Town Council elects to unilaterally modify the Agreement, the Developer Owners may elect for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving written notice to the Town within sixty (60) days after the proposed modification. In such event, [OBEY CREEK: Cross check - Section 4.28(a), Section 4.28(b) and Section 4.28(c)] shall apply and the Developer Owners have the right to file a termination in the Registry. Failure of the Town to conduct this Periodic Review shall not constitute a waiver by the Town of its rights to otherwise enforce the provisions of this Agreement, nor shall the Developer Owners or Parcel Owners or the Representative have or assert any defense to such enforcement by reason of such failure to conduct a Periodic Review.

Right to Cure. After Notice has been servedIf Project Company defaults in the performance of any of its obligations under the Agreement, or upon the Breaching Owner occurrence or non-occurrence of any event or condition under the Agreement which would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable SCE to terminate or suspend its performance under the Agreement (an “Agreement Default”), SCE will not terminate or suspend its performance under the Agreement until it first gives written notice of such Agreement Default to Collateral Agent and affords Collateral Agent the right to cure such Agreement Default within the applicable cure period under the Agreement, which cure period shall run concurrently with that afforded Project Company under the Agreement. In addition, if Collateral Agent gives SCE written notice prior to the expiration of the applicable cure period under the Agreement of Collateral Agent’s intention to cure such Agreement Default (which notice shall include a reasonable description of the time during which it anticipates to cure such Agreement Default) and is diligently proceeding to cure such Agreement Default, notwithstanding the applicable cure period under the Agreement, Collateral Agent shall have a reasonable time in period of sixty (60) days (or, if such Agreement Default is for failure by the Project Company to pay an amount to SCE which is due and payable under the Agreement other than to cure the material breach (the “Breaching Owner’s Cure”)provide Agreement Collateral, but in no event shall the Breaching Owner have less than thirty (30) days days, or, if such Agreement Default is for failure by Project Company to provide Agreement Collateral, [__ (__)] Business Days) from the Breaching OwnerCollateral Agent’s Cure. If receipt of the Breaching Owner fails notice of such Agreement Default from SCE to cure such Agreement Default; provided, however, that (a) if possession of the material breach within the time given, then the Developer Owners shall have an additional reasonable amount of time Project is necessary to cure the Breaching Owner’s breach (the “Developer Owner’s Cure”), but in no event shall the Developer Owners have less than an additional thirty (30) days for the Developer Owner’s Cure. Notwithstanding the foregoing, the Breaching Owner any such non-monetary Agreement Default and the Developer Owners, as applicable, shall be afforded an additional reasonable period of time to cure the breach if cure is Collateral Agent has commenced within the time period and thereafter diligently pursued but cannot be completed within said time frame Termination or Modification by the Town. If the Breaching Owner or the Developer Owner fails to cure the material breach under [OBEY CREEK: Cross check - Section 4.13(c)], then the Town Council may elect to terminate or modify the Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice of termination or modification or finding of breach by the Town may be appealed to the Town Board of Adjustment in the manner provided by G.S. 160A-388(b1). Thereafter, the Breaching Owner and the Developer Owners may pursue any other rights and remedies available at law or in equity. If after mediation the Town Council elects to unilaterally modify the Agreement, the Developer Owners may elect for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving written notice to the Town foreclosure proceedings within sixty (60) days after the proposed modification. In such event, [OBEY CREEK: Cross check - Section 4.28(a), Section 4.28(b) and Section 4.28(c)] shall apply and the Developer Owners have the right to file a termination in the Registry. Failure notice of the Town Agreement Default and is diligently pursuing such foreclosure proceedings, Collateral Agent will be allowed a reasonable time, not to conduct this Periodic Review exceed one hundred eighty (180) days after the notice of the Agreement Default, to complete such proceedings and cure such Agreement Default, and (b) if Collateral Agent is prohibited from curing any such Agreement Default by any process, stay or injunction issued by any Governmental Authority or pursuant to any bankruptcy or insolvency proceeding or other similar proceeding involving Project Company, then the time periods specified herein for curing an Agreement Default shall not constitute a waiver by be extended for the Town of its rights to otherwise enforce the provisions of this Agreement, nor shall the Developer Owners or Parcel Owners or the Representative have or assert any defense to such enforcement by reason period of such failure prohibition, so long as Collateral Agent has diligently pursued removal of such process, stay or injunction. Collateral Agent shall provide SCE with reports concerning the status of efforts to conduct a Periodic Reviewcure an Agreement Default upon SCE’s reasonable request.

Right to Cure. After Notice has been servedIf Project Company defaults in the performance of any of its obligations under the Resource Adequacy Purchase Agreement, or upon the Breaching Owner occurrence or non-occurrence of any event or condition under the Resource Adequacy Purchase Agreement which would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable SCE to terminate or suspend its performance under the Resource Adequacy Purchase Agreement (a “Resource Adequacy Purchase Agreement Default”), SCE will not terminate or suspend its performance under the Resource Adequacy Purchase Agreement until it first gives written notice of such Resource Adequacy Purchase Agreement Default to Collateral Agent and affords Collateral Agent the right to cure such Resource Adequacy Purchase Agreement Default within the applicable cure period under the Resource Adequacy Purchase Agreement, which cure period shall run concurrently with that afforded Project Company under the Resource Adequacy Purchase Agreement. In addition, if Collateral Agent gives SCE written notice prior to the expiration of the applicable cure period under the Resource Adequacy Purchase Agreement of Collateral Agent’s intention to cure such Resource Adequacy Purchase Agreement Default (which notice shall include a reasonable description of the time during which it anticipates to cure such Resource Adequacy Purchase Agreement Default) and is diligently proceeding to cure such Resource Adequacy Purchase Agreement Default, notwithstanding the applicable cure period under the Resource Adequacy Purchase Agreement, Collateral Agent shall have a reasonable time in period of sixty (60) days (or, if such Resource Adequacy Purchase Agreement Default is for failure by the Project Company to pay an amount to SCE which is due and payable under the Resource Adequacy Purchase Agreement other than to cure the material breach (the “Breaching Owner’s Cure”)provide RA Agreement Collateral, but in no event shall the Breaching Owner have less than thirty (30) days days, or, if such Resource Adequacy Purchase Agreement Default is for failure by Project Company to provide RA Agreement Collateral, [__ (__)] Business Days) from the Breaching OwnerCollateral Agent’s Cure. If receipt of the Breaching Owner fails notice of such Resource Adequacy Purchase Agreement Default from SCE to cure such Resource Adequacy Purchase Agreement Default; provided, however, that (a) if possession of the material breach within the time given, then the Developer Owners shall have an additional reasonable amount of time Project is necessary to cure the Breaching Owner’s breach (the “Developer Owner’s Cure”), but in no event shall the Developer Owners have less than an additional thirty (30) days for the Developer Owner’s Cure. Notwithstanding the foregoing, the Breaching Owner any such non-monetary Resource Adequacy Purchase Agreement Default and the Developer Owners, as applicable, shall be afforded an additional reasonable period of time to cure the breach if cure is Collateral Agent has commenced within the time period and thereafter diligently pursued but cannot be completed within said time frame Termination or Modification by the Town. If the Breaching Owner or the Developer Owner fails to cure the material breach under [OBEY CREEK: Cross check - Section 4.13(c)], then the Town Council may elect to terminate or modify the Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice of termination or modification or finding of breach by the Town may be appealed to the Town Board of Adjustment in the manner provided by G.S. 160A-388(b1). Thereafter, the Breaching Owner and the Developer Owners may pursue any other rights and remedies available at law or in equity. If after mediation the Town Council elects to unilaterally modify the Agreement, the Developer Owners may elect for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving written notice to the Town foreclosure proceedings within sixty (60) days after the proposed modification. In such event, [OBEY CREEK: Cross check - Section 4.28(a), Section 4.28(b) and Section 4.28(c)] shall apply and the Developer Owners have the right to file a termination in the Registry. Failure notice of the Town Resource Adequacy Purchase Agreement Default and is diligently pursuing such foreclosure proceedings, Collateral Agent will be allowed a reasonable time, not to conduct this Periodic Review exceed one hundred eighty (180) days after the notice of the Resource Adequacy Purchase Agreement Default, to complete such proceedings and cure such Resource Adequacy Purchase Agreement Default, and (b) if Collateral Agent is prohibited from curing any such Resource Adequacy Purchase Agreement Default by any process, stay or injunction issued by any Governmental Authority or pursuant to any bankruptcy or insolvency proceeding or other similar proceeding involving Project Company, then the time periods specified herein for curing a Resource Adequacy Purchase Agreement Default shall not constitute a waiver by be extended for the Town of its rights to otherwise enforce the provisions of this Agreement, nor shall the Developer Owners or Parcel Owners or the Representative have or assert any defense to such enforcement by reason period of such failure prohibition, so long as Collateral Agent has diligently pursued removal of such process, stay or injunction. Collateral Agent shall provide SCE with reports concerning the status of efforts to conduct cure a Periodic ReviewResource Adequacy Purchase Agreement Default upon SCE’s reasonable request.

Right to Cure. After Notice has been servedSubject to paragraph 19 above, any Permitted Leasehold Mortgagee shall have the right, but not the obligation, to perform any term, covenant, condition or agreement and to remedy any default or Event of Default by the Tenant under this Lease, and Landlord shall accept such performance by the Permitted Leasehold Mortgagee with the same force and effect as if performed by the Tenant; provided, however, that such cure right may not be exercised by the Permitted Leasehold Mortgagee more than two (2) times in any twelve month period or more than seven (7) times over the Term. Except in the case of the failure to pay Rent, the Breaching Owner Permitted Leasehold Mortgagee shall have a reasonable time in period which shall extend three (3) Business Days beyond the cure period given to the Tenant under this Lease within which to remedy any default of the Tenant hereunder or cause such default to be remedied. Landlord hereby authorizes the Permitted Leasehold Mortgagee to enter upon the Premises to effect the cure of a default by the material breach Tenant. If there is a restraint that precludes the Permitted Leasehold Mortgagee from taking any action hereunder or otherwise (the “Breaching Owner’s Cure”such as a judicial order or administrative order, including, an automatic stay), but in no event the running of the applicable grace periods shall the Breaching Owner have less than thirty be tolled for a period not to exceed twenty (3020) days for the Breaching Ownercalendar days. The Permitted Leasehold Mortgagee’s Cure. If the Breaching Owner fails failure to cure any default or Event of Default by the material breach within the time given, then the Developer Owners shall have an additional reasonable amount of time to cure the Breaching Owner’s breach (the “Developer Owner’s Cure”), but in no event shall the Developer Owners have less than an additional thirty (30) days for the Developer Owner’s Cure. Notwithstanding the foregoing, the Breaching Owner and the Developer Owners, as applicable, shall be afforded an additional reasonable period of time to cure the breach if cure is commenced within the time period and thereafter diligently pursued but Tenant which cannot be completed within said time frame Termination or Modification cured by the Town. If Permitted Leasehold Mortgagee because it is personal to Tenant shall not prohibit the Breaching Owner or the Developer Owner fails to cure the material breach Permitted Leasehold Mortgagee from exercising its rights under [OBEY CREEK: Cross check - Section 4.13(c)], then the Town Council may elect to terminate or modify the Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice of termination or modification or finding of breach by the Town may be appealed to the Town Board of Adjustment in the manner provided by G.S. 160A-388(b1subparagraph (vi). ThereafterFor the purposes of this Lease, the Breaching Owner and the Developer Owners may pursue any other rights and remedies available at law or in equity. If after mediation the Town Council elects to unilaterally modify the Agreement, the Developer Owners may elect for the Agreement defaults deemed to be terminated rather than accede “personal” to Tenant shall include (i) the Agreement with the modifications made by the Town Council by giving written notice failure to the Town within sixty deliver books and records (60) days after the proposed modification. In such event, [OBEY CREEK: Cross check - Section 4.28(aincluding financial statements and balance sheets), Section 4.28(band (ii) and Section 4.28(c)] the bankruptcy or reorganization of Tenant. Defaults deemed to be not “personal” to Tenant shall apply and include (x) Tenant’s obligations regarding the Developer Owners have the right to file a termination in the Registry. Failure condition of the Town Premises, including Tenant’s obligations to conduct this Periodic Review shall not constitute a waiver by maintain or repair the Town of its rights Premises and (y) Tenant’s obligations to otherwise enforce the provisions of this Agreementcomply with laws, nor shall the Developer Owners or Parcel Owners or the Representative have or assert any defense to such enforcement by reason of such failure to conduct a Periodic Reviewincluding Environmental Laws.

Right to Cure. After Notice has been servedIn the event of a default or breach by Assignor in the performance of any of its obligations under the Agreement, or upon the Breaching Owner occurrence or non-occurrence of any event or condition under the Agreement which would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable Contracting Party to terminate the Agreement (hereinafter, a “Default”), Contracting Party shall have not terminate the Agreement until it first gives written notice of such Default to Lender and affords Lender a reasonable time in which period starting at the latter of Lender’s receipt of such notice and the end of the Assignor’s cure period under the Agreement (a) of 15 days to cure the material breach related Default under the Agreement if such Default is the failure to pay amounts to Contracting Party which are due and payable under the Agreement or (b) with respect to any other Default, giving Lender at least 30 days (or, if the “Breaching Owner’s Cure”)Default cannot reasonably be cured in 30 days, an additional period as reasonably necessary but no more than 90 days in no event shall the Breaching Owner have less than thirty (30total) days for the Breaching Owner’s Cure. If the Breaching Owner fails in addition to any cure period granted to Assignor to cure the material breach related Default under the Agreement (provided that during such cure period Lender or Assignor continues to diligently attempt to cure such Default). Notwithstanding anything to the contrary herein, if the Default is peculiar to Assignor and not curable by Lender, such as the insolvency, bankruptcy, general assignment for the benefit of the creditors, or appointment of a receiver, trustee, custodian or liquidator of Assignor or its properties, then, notwithstanding any right that Contracting Party may have to terminate the Agreement, Lender shall be entitled to assume the rights and obligations of Assignor under the Agreement within the time givencure period provided in clause (b) above, then and provided such assumption has occurred within such period, Contracting Party shall not be entitled to terminate the Developer Owners shall have an additional reasonable amount Agreement as a result of time such Default. If possession of the Project is necessary to cure the Breaching Owner’s breach (the “Developer Owner’s Cure”any Default, and Lender or its successor(s), but assignee(s) and/or designee(s) commences foreclosure proceedings, enters into a deed in no event lieu of foreclosure (or the like) or commences any other proceedings necessary to take possession of the Project, Lender or its successors(s), assignee(s) and/or designee(s) will be allowed a reasonable period (not exceeding 180 days in total) to complete such proceedings. After taking possession of the Project, Lender or its successor(s), assignee(s) and/or designee(s) shall commence curing the Developer Owners have less than an additional thirty (30) applicable Default within 15 days for after having possession of the Developer Owner’s Cure. Notwithstanding Project and thereafter diligently pursue such cure to completion within 90 days after obtaining possession of the foregoingProject or such later date, if any, permitted under the Breaching Owner and terms of the Developer OwnersAgreement, as applicable, for the performance of a cure of the Default. If Lender or its successor(s), assignee(s) and/or designee(s) is prohibited by any court order or bankruptcy or insolvency proceedings involving Assignor from curing the Default or from commencing or prosecuting such proceedings, the foregoing time periods shall be afforded an additional reasonable extended by the period of time to cure the breach if cure is commenced within the time period and thereafter diligently pursued but cannot be completed within said time frame Termination or Modification by the Town. If the Breaching Owner or the Developer Owner fails to cure the material breach under [OBEY CREEK: Cross check - Section 4.13(c)], then the Town Council may elect to terminate or modify the Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice of termination or modification or finding of breach by the Town may be appealed to the Town Board of Adjustment in the manner provided by G.S. 160A-388(b1). Thereafter, the Breaching Owner and the Developer Owners may pursue any other rights and remedies available at law or in equity. If after mediation the Town Council elects to unilaterally modify the Agreement, the Developer Owners may elect for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving written notice to the Town within sixty (60) days after the proposed modification. In such event, [OBEY CREEK: Cross check - Section 4.28(a), Section 4.28(b) and Section 4.28(c)] shall apply and the Developer Owners have the right to file a termination in the Registry. Failure of the Town to conduct this Periodic Review shall not constitute a waiver by the Town of its rights to otherwise enforce the provisions of this Agreement, nor shall the Developer Owners or Parcel Owners or the Representative have or assert any defense to such enforcement by reason of such failure to conduct a Periodic Reviewprohibition.

Right to Cure. After Notice In the event of any default by LESSEE under this LEASE that is reasonably susceptible to cure, each LEASEHOLD LENDER will have the same period, commencing upon written notice to each such LEASEHOLD LENDER of such default, to remedy or cause to be remedied the default complained of as LESSEE has been served, the Breaching Owner shall have a reasonable time in which hereunder to cure the material breach such default, plus an additional sixty (the “Breaching Owner’s Cure”), but in no event shall the Breaching Owner have less than thirty (3060) days for in the Breaching Owner’s Cure. If case of default in the Breaching Owner fails to cure the material breach within the time given, then the Developer Owners shall have an additional reasonable amount payment of time to cure the Breaching Owner’s breach rent and ninety (the “Developer Owner’s Cure”), but in no event shall the Developer Owners have less than an additional thirty (3090) days in the case of any other default which is capable of being cured by the LEASEHOLD LENDER (such ninety (90) day period will be extended for the Developer Owner’s Cure. Notwithstanding the foregoing, the Breaching Owner and the Developer Owners, as applicable, shall be afforded an additional a reasonable period of time to gain possession of the interest of LESSEE under the LEASE through legal proceedings if necessary to cure the breach if cure such default,) which period will be extended as necessary for a LEASEHOLD LENDER to obtain relief from any stay in a bankruptcy proceeding in which LESSEE is commenced a debtor, and CALTRANS will accept performance by such LEASEHOLD LENDER within the time period specified herein as timely performance by LESSEE; provided, however, that (i) nothing contained herein will be deemed to impose upon any LEASEHOLD LENDER the obligation to perform any obligation of LESSEE under this LEASE or to remedy any default by LESSEE hereunder and thereafter diligently pursued but can(ii) in the event that the EASEHOLD LENDER or a third party succeeds to LESSEE’s interest under this LEASE pursuant to foreclosure of the LEASEHOLD DEED OF TRUST, exercise of a power of sale thereunder or a deed in lieu thereof, CALTRANS waives, as against the LEASEHOLD LENDER or such third party, any default by LESSEE that is not be completed within said time frame Termination or Modification susceptible to cure by the TownLEASEHOLD LENDER. If Any provision of this LEASE to the Breaching Owner contrary notwithstanding, no performance by or on behalf of a LEASEHOLD LENDER will cause it to become a “mortgagee in possession” or otherwise cause it to be deemed to be in possession of the Developer Owner fails to cure PROPERTY or bound by or liable under this LEASE. In addition, the material breach under [OBEY CREEK: Cross check - Section 4.13(cparties agree that if there is more than one (1) LEASEHOLD LENDER (or collateral assignee)], then the Town Council may elect to terminate or modify the Agreement after complying with mediation requirements as stated all cure periods provided in [OBEY CREEK: Cross check - Section 4.14]. Any notice of termination or modification or finding of breach by the Town may be appealed to the Town Board of Adjustment in the manner provided by G.S. 160A-388(b1). Thereafter, the Breaching Owner and the Developer Owners may pursue any other rights and remedies available at law or in equity. If after mediation the Town Council elects to unilaterally modify the Agreement, the Developer Owners may elect for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving written notice to the Town within sixty (60) days after the proposed modification. In such event, [OBEY CREEK: Cross check - Section 4.28(a), Section 4.28(b) and Section 4.28(c)] shall apply and the Developer Owners have the right to file a termination in the Registry. Failure of the Town to conduct this Periodic Review shall not constitute a waiver by the Town of its rights to otherwise enforce the provisions of this Agreement, nor shall the Developer Owners or Parcel Owners or the Representative have or assert any defense to such enforcement by reason of such failure to conduct a Periodic Reviewparagraph will run concurrently.

Right to Cure. After Notice (a) Notwithstanding anything to the contrary contained in Section 7.01, if the Borrower determines that an Event of Default in respect of any Financial Covenant has been servedoccurred or may occur, during the Breaching Owner shall have a reasonable time period commencing after the beginning of the last fiscal quarter included in such Test Period and ending 15 Business Days after the date on which financial statements are required to cure the material breach be delivered hereunder with respect to such fiscal quarter (the “Breaching Owner’s CureCure Expiration Date”), but in no event shall a Designated Equity Contribution may be made to the Breaching Owner have less than thirty Borrower (30) days for the Breaching Owner’s Cure. If the Breaching Owner fails to cure the material breach within the time given, then the Developer Owners shall have an additional reasonable amount of time to cure the Breaching Owner’s breach (the a “Developer Owner’s CureDesignated Equity Contribution”), but and the amount of the net cash proceeds thereof shall be deemed to increase Consolidated EBITDA with respect to such applicable quarter; provided that such net cash proceeds are actually received by the Borrower as cash common equity (including through capital contribution of such net cash proceeds to the Borrower) during the period commencing after the beginning of the last fiscal quarter included in no event shall such Test Period by the Developer Owners have less Borrower and ending on the Cure Expiration Date. The parties hereby acknowledge that this Section 7.02(a) may not be relied on for purposes of calculating any financial ratios other than an additional thirty (30) days for as applicable to the Developer Owner’s CureFinancial Covenants. Notwithstanding anything to the foregoingcontrary contained in Section 7.01, (A) upon designation of the Breaching Owner and Designated Equity Contribution by the Developer Owners, as applicable, shall be afforded Borrower in an additional reasonable period of time amount necessary to cure any Event of Default in respect of any Financial Covenant, such covenant will be deemed satisfied and complied with as of the breach if cure is commenced within end of the time period relevant fiscal quarter with the same effect as though there had been no failure to comply with such covenant and thereafter diligently pursued but cannot be completed within said time frame Termination or Modification by the Town. If the Breaching Owner or the Developer Owner fails to cure the material breach any Event of Default under [OBEY CREEK: Cross check - Section 4.13(c)], then the Town Council may elect to terminate or modify the Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice of termination or modification or finding of breach by the Town may be appealed to the Town Board of Adjustment in the manner provided by G.S. 160A-388(b1). Thereafter, the Breaching Owner such covenant (and the Developer Owners may pursue any other rights Default as a result thereof) will be deemed not to have occurred for purposes of the Loan Documents, and remedies available at law or in equity. If (B) from and after mediation the Town Council elects to unilaterally modify date that the Agreement, the Developer Owners may elect for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving Borrower delivers a written notice to the Town within sixty Administrative Agent that it intends to exercise its cure right under this Section 7.02 (60a “Notice of Intent to Cure”) days after neither the proposed modification. In such event, [OBEY CREEK: Cross check - Administrative Agent nor any Lender may exercise any rights or remedies under Section 4.28(a7.01 (or under any other Loan Document) with respect to the quarter for which a Notice of Intent to Cure has been provided (and any other Default as a result thereof), Section 4.28(b) and Section 4.28(c)] shall apply and but the Developer Owners have the right to file a termination in the Registry. Failure of the Town to conduct this Periodic Review Borrower shall not constitute a waiver by be permitted to borrow Revolving Loans or Swing Line Loans or make any request for an L/C Credit Extension, until and unless the Town of its rights to otherwise enforce Cure Expiration Date has occurred without the provisions of this Agreement, nor shall the Developer Owners or Parcel Owners or the Representative have or assert any defense to such enforcement by reason of such failure to conduct a Periodic ReviewDesignated Equity Contribution having been made.

Right to Cure. After Notice has been servedIf (i) any Material Title Defect shall first arise or occur after Purchaser notifies Seller of its Title Objections pursuant to Section 5.3.1 and prior to the Closing, or (ii) a Material Environmental Issue shall first arise or occur after the Breaching Owner expiration of the Investigation Period and prior to the Closing, or (iii) a material breach by Seller of a representation or warranty shall have occur prior to Closing (each a reasonable time “New Objection”), Seller may elect, by written notice to Purchaser given no later than two (2) business days after receipt of Purchaser’s written notice, to cure such New Objection (and in which the case of a Material Title Defect such cure may be effected by causing it to be removed, insured over or bonded by the Title Company (without additional cost to Purchaser or where Seller pays such cost for Purchaser) provided the same is acceptable to Purchaser’s lender and otherwise reasonably acceptable to Purchaser) and Seller may adjourn the Closing for up to seven (7) days to do so. Seller’s failure to notify Purchaser within such two (2) business day period shall be deemed an election by Seller not to cure the material breach (the “Breaching Owner’s Cure”), but in no event shall the Breaching Owner have less than thirty (30) days for the Breaching Owner’s CureNew Objection. If the Breaching Owner Seller fails to cure the material breach New Objection within the time givensuch seven (7) day period, then the Developer Owners or notifies or is deemed to have notified Purchaser that Seller shall not cure such New Objection, Purchaser shall have an additional reasonable amount until the fifth (5th) day after the expiration of time to cure the Breaching Owner’s breach such seven (the “Developer Owner’s Cure”)7) day period, but in no event shall the Developer Owners have less than an additional thirty or two (302) days for the Developer Owner’s Cure. Notwithstanding the foregoing, the Breaching Owner and the Developer Ownersbusiness day period, as applicable, : (i) to terminate this Agreement and the Deposit shall be afforded an additional reasonable period disbursed under Section 9.3 and Section 9.4, or (ii) to waive such New Objection and proceed to Closing without any abatement or reduction in the Purchase Price on account of time such New Objection. Nothing contained in this Section 13.6 shall require Seller to cure any New Objection or to incur any liability or expense to do so, except for the Mandatory Cure Items. Purchaser shall be entitled to exercise its remedies under Section 10.2 if a New Objection is caused by a breach if cure by Seller of its obligations under this Agreement and is commenced within the time period and thereafter diligently pursued but cannot be completed within said time frame Termination or Modification cured by the Town. If the Breaching Owner or the Developer Owner fails to cure the material breach under [OBEY CREEK: Cross check - Section 4.13(c)], then the Town Council may elect to terminate or modify the Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice of termination or modification or finding of breach by the Town may be appealed to the Town Board of Adjustment in the manner provided by G.S. 160A-388(b1). Thereafter, the Breaching Owner and the Developer Owners may pursue any other rights and remedies available at law or in equity. If after mediation the Town Council elects to unilaterally modify the Agreement, the Developer Owners may elect for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving written notice to the Town within sixty (60) days after the proposed modification. In such event, [OBEY CREEK: Cross check - Section 4.28(a), Section 4.28(b) and Section 4.28(c)] shall apply and the Developer Owners have the right to file a termination in the Registry. Failure of the Town to conduct this Periodic Review shall not constitute a waiver by the Town of its rights to otherwise enforce the provisions of this Agreement, nor shall the Developer Owners or Parcel Owners or the Representative have or assert any defense to such enforcement by reason of such failure to conduct a Periodic Revieworiginal Closing Date.

Right to Cure. After Notice has been servedIf (i) any Material Title Defect shall first arise or occur after Purchaser notifies Seller of its Title Objections pursuant to Section 5.3.1 and prior to the Closing, or (ii) a Material Environmental Issue shall first arise or occur after the Breaching Owner expiration of the Investigation Period and prior to the Closing, or (iii) a material breach by Seller of a representation or warranty shall have occur prior to Closing (each a reasonable time “New Objection”), Seller may elect, by written notice to Purchaser given no later than two (2) business days after receipt of Purchaser’s written notice, to cure such New Objection (and in which the case of a Material Title Defect such cure may be effected by causing it to be removed, insured over or bonded by the Title Company (without additional cost to Purchaser or where Seller pays such cost for Purchaser) provided the same is acceptable to Purchaser’s lender and otherwise reasonably acceptable to Purchaser) and Seller may adjourn the Closing for up to seven (7) days to do so. Seller’s failure to notify Purchaser within such two (2) business day period shall be deemed an election by Seller not to cure the material breach (the “Breaching Owner’s Cure”), but in no event shall the Breaching Owner have less than thirty (30) days for the Breaching Owner’s CureNew Objection. If the Breaching Owner Seller fails to cure the material breach New Objection within the time givensuch seven (7) day period, then the Developer Owners or notifies or is deemed to have notified Purchaser that Seller shall not cure such New Objection, Purchaser shall have an additional reasonable amount until the fifth (5th) day after the expiration of time to cure the Breaching Owner’s breach such seven (the “Developer Owner’s Cure”)7) day period, but in no event shall the Developer Owners have less than an additional thirty or two (302) days for the Developer Owner’s Cure. Notwithstanding the foregoing, the Breaching Owner and the Developer Ownersbusiness day period, as applicable, : (i) to terminate this Agreement and the Deposit shall be afforded an additional reasonable period disbursed under Section 9.3 and Section 9.4, or (ii) to waive such New Objection and proceed to Closing without any abatement or reduction in the Purchase Price on account of time such New Objection. Nothing contained in this Section 13.6 shall require Seller to cure the breach if cure is commenced within the time period and thereafter diligently pursued but cannot be completed within said time frame Termination any New Objection or Modification by the Town. If the Breaching Owner to incur any liability or the Developer Owner fails expense to cure the material breach under [OBEY CREEK: Cross check - Section 4.13(c)]do so, then the Town Council may elect to terminate or modify the Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice of termination or modification or finding of breach by the Town may be appealed to the Town Board of Adjustment in the manner provided by G.S. 160A-388(b1). Thereafter, the Breaching Owner and the Developer Owners may pursue any other rights and remedies available at law or in equity. If after mediation the Town Council elects to unilaterally modify the Agreement, the Developer Owners may elect except for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving written notice to the Town within sixty (60) days after the proposed modification. In such event, [OBEY CREEK: Cross check - Section 4.28(a), Section 4.28(b) and Section 4.28(c)] shall apply and the Developer Owners have the right to file a termination in the Registry. Failure of the Town to conduct this Periodic Review shall not constitute a waiver by the Town of its rights to otherwise enforce the provisions of this Agreement, nor shall the Developer Owners or Parcel Owners or the Representative have or assert any defense to such enforcement by reason of such failure to conduct a Periodic ReviewMandatory Cure Items.

Right to Cure. After Notice has been served, (A) If there shall occur a Lease Event of Default in respect of the Breaching Owner shall have a reasonable time in which payment of Basic Rent pursuant to cure Section 14(a) of the material breach (the “Breaching Owner’s Cure”), but in no event shall the Breaching Owner have less than thirty (30) days for the Breaching Owner’s Cure. If the Breaching Owner fails to cure the material breach within the time givenLease, then the Developer Owners shall have an additional reasonable amount as long as no other Indenture Event of time to cure the Breaching Owner’s breach Default (the “Developer Owner’s Cure”), but in no event shall the Developer Owners have less other than an additional thirty (30) days for the Developer Owner’s Cure. Notwithstanding the foregoing, the Breaching Owner and the Developer Owners, as applicable, shall be afforded an additional reasonable period of time to cure the breach if cure is commenced within the time period and thereafter diligently pursued but cannot be completed within said time frame Termination or Modification by the Town. If the Breaching Owner or the Developer Owner fails to cure the material breach under [OBEY CREEK: Cross check - Section 4.13(c)], then the Town Council may elect to terminate or modify the Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice of termination or modification or finding of breach by the Town may be appealed to the Town Board of Adjustment in the manner provided by G.S. 160A-388(b1). Thereafter, the Breaching Owner and the Developer Owners may pursue any other rights and remedies available at law or in equity. If after mediation the Town Council elects to unilaterally modify the Agreement, the Developer Owners may elect for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving written notice to the Town within sixty (60) days after the proposed modification. In such event, [OBEY CREEK: Cross check - Section 4.28(a), Section 4.28(b) and Section 4.28(c)] shall apply and the Developer Owners have the right to file a termination in the Registry. Failure of the Town to conduct this Periodic Review shall not constitute a waiver by the Town of its rights to otherwise enforce the provisions of this Agreement, nor shall the Developer Owners or Parcel Owners or the Representative have or assert any defense to such enforcement by reason of arising from such failure to conduct pay Basic Rent or which is concurrently being cured pursuant to this Section 5.04(a)) shall have occurred and be continuing the Owner Participant or the Owner Trustee may (but need not) pay to the Indenture Trustee, at any time prior to the expiration of a Periodic Reviewperiod of 10 Business Days (a "10-Day Period") after receiving written notice of such default from the Indenture Trustee (prior to the expiration of which 10-Day Period the Indenture Trustee shall not declare the Lease in default pursuant to Section 15 thereof or exercise any of the rights, powers or remedies pursuant to such Section 15 or this Article V), an amount equal to the full amount of such payment of Basic Rent, together with any interest due thereon on account of the delayed payment thereof, and such payment by the Owner Participant or the Owner Trustee shall be deemed to cure any Indenture Event of Default which arose from such failure of the Lessee (but such cure shall not relieve the Lessee of any of its obligations and shall not cure any other Indenture Event of Default) or (B) if there shall occur a Lease Event of Default in respect of any other payment of Rent (other than Basic Rent) or a Lease Event of Default shall have occurred and be continuing, which Lease Event of Default is curable by the payment of money (it being understood that actions such as the obtaining of insurance or the procuring of maintenance services can be so effected), then as long as no other Indenture Event of Default (other than arising from such Lease Event of Default or which is concurrently being cured pursuant to this Section 5.04(a)) shall have occurred and be continuing the Owner Participant or the Owner Trustee may (but need not) pay to the Indenture Trustee, at any time prior to the expiration of a period of 30 days (a "30-Day Period") after receiving written notice of such Lease Event of Default from the Indenture Trustee (prior to the expiration of which 30-Day Period the Indenture Trustee shall not declare the Lease in default pursuant to Section 15 thereof or exercise any of the rights, powers or remedies pursuant to such Section 15 or this Article V), an amount equal to the full amount of such payment of Rent, together with any interest due thereon on account of the delayed payment thereof or otherwise make such payment as shall effect such cure, and such payment by the Owner Participant or the Owner Trustee shall be deemed to cure any Indenture Event of Default which arose from such Lease Event of Default (but such cure shall not relieve the Lessee of any of its obligations); provided however, Owner Participant and Owner Trustee, collectively, shall not be entitled to (x) cure more than three consecutive or six total defaults in the payment of Basic Rent, or (y) cure other Lease Events of Default if the outstanding amount which has been paid by the Owner Participant or the Owner Trustee and not reimbursed to such parties by the Lessee pursuant to this clause (y) exceeds in the aggregate $2,500,000, as adjusted annually for inflation as of January 1 of each calendar year, by the percentage change in the Consumer Price Index, All Urban Consumers, All Cities, as compared to the prior calendar year as published by the Bureau of Labor Statistics of the United States Department of Labor. Upon any cure by the Owner Participant or the Owner Trustee in accordance with the first sentence of this Section 5.04(a), the Owner Participant or the Owner Trustee shall, to the extent of their respective payments, be subrogated to the rights of the Indenture Trustee, as assignee hereunder of the Owner Trustee to receive such payment of Rent (and any interest due thereon on account of the delayed payment thereof) or right of reimbursement, and shall be entitled to receive such payment upon its receipt by the Indenture Trustee as aforesaid (but in each case only if all amounts of principal and interest at the time due and payable on the Equipment Notes shall have been paid in full); provided that neither the Owner Participant nor the Owner Trustee shall attempt to recover any such amount paid by it on behalf of the Lessee pursuant to this Section 5.04(a) except by demanding of the Lessee payment of such amount or by commencing an action against the Lessee to require the payment of such amount.

Right to Cure. After Notice has been servedNotwithstanding anything in the Assigned Agreement to the contrary, the Breaching Owner Contracting Party agrees that the Company, the Trustee (or any Trustee Designee) or such Subsequent Developer (as applicable, the “Curing Party”) may, but shall have no obligation to, cure any default or other breach by Delta under the Assigned Agreement. The Curing Party shall have a reasonable opportunity to cure any default or other breach by Delta under the Assigned Agreement and the Contracting Party will accept any such performance by the Curing Party, provided that the Curing Party pursues to cure such default with due diligence, or causes such default to be cured; provided, however, that (i) if possession of the Project is necessary to cure such non-monetary default and the Trustee has commenced foreclosure proceedings, the Trustee shall be allowed a reasonable time in which to complete such proceedings, and (ii) if any Curing Party is prohibited from curing any such non-monetary default by any process, stay or injunction issued by any government authority or pursuant to any bankruptcy or insolvency proceeding or other similar proceeding involving Delta, then the opportunity for curing a default shall be extended for a reasonable period following such prohibition. The Contracting Party shall not hinder any Curing Party’s efforts to cure the material default or other breach by Delta under the Assigned Agreement and shall provide reasonable cooperation to the Curing Parties in effecting any cure of any default or other breach by Delta under the Assigned Agreement. The Contracting Party agrees that (x) until the “Breaching Owner’s Cure”)Contracting Party delivers to the applicable Curing Parties a notice of default or other breach by Delta under the Assigned Agreement as required by Section 1.8 of this Consent, but in no event shall the Breaching Owner have less than thirty and (30y) days for the Breaching Owner’s Cure. If the Breaching Owner fails during such time as any Curing Party is pursuing to cure the material such default or other breach within the time given, then the Developer Owners shall have an additional reasonable amount of time to cure the Breaching Owner’s breach (the “Developer Owner’s Cure”), but by Delta in no event shall the Developer Owners have less than an additional thirty (30) days for the Developer Owner’s Cure. Notwithstanding the foregoingaccordance with this Section 1.4, the Breaching Owner and the Developer Owners, as applicable, shall be afforded an additional reasonable period of time to cure the breach if cure is commenced within the time period and thereafter diligently pursued but canContracting Party will not be completed within said time frame Termination or Modification by the Town. If the Breaching Owner or the Developer Owner fails to cure the material breach under [OBEY CREEK: Cross check - Section 4.13(c)], then the Town Council exercise any right it may elect have to terminate or modify suspend performance under the Assignment Agreement, and will perform all of its obligations, covenants, conditions and agreements under the Assigned Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice for the benefit of termination or modification or finding the Company and the Trustee and their respective successors and assigns so that there shall be no interruption of breach the work to be performed by the Town may Contracting Party under the Assigned Agreement, and the Company and the Trustee and their respective successors and assigns shall be appealed entitled to use all of the plans, specifications, and drawings, together with any and all modifications, additions, enlargements or extensions thereto produced for the construction of the improvements and the other work pursuant to the Town Board of Adjustment in the manner provided by G.S. 160A-388(b1). Thereafter, the Breaching Owner and the Developer Owners may pursue any other rights and remedies available at law or in equity. If after mediation the Town Council elects to unilaterally modify the Assigned Agreement, the Developer Owners may elect for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving written notice to the Town within sixty (60) days after the proposed modification. In such event, [OBEY CREEK: Cross check - Section 4.28(a), Section 4.28(b) and Section 4.28(c)] shall apply and the Developer Owners have the right to file a termination in the Registry. Failure of the Town to conduct this Periodic Review shall not constitute a waiver by the Town of its rights to otherwise enforce the provisions of this Agreement, nor shall the Developer Owners or Parcel Owners or the Representative have or assert any defense to such enforcement by reason of such failure to conduct a Periodic Reviewat no additional cost.

Right to Cure. After Notice has been served, (A) If there shall occur a Lease Event of Default ------------- in respect of the Breaching Owner shall have a reasonable time in which payment of Basic Rent pursuant to cure Section 14(a) of the material breach (the “Breaching Owner’s Cure”), but in no event shall the Breaching Owner have less than thirty (30) days for the Breaching Owner’s Cure. If the Breaching Owner fails to cure the material breach within the time givenLease, then the Developer Owners shall have an additional reasonable amount as long as no other Indenture Event of time to cure the Breaching Owner’s breach Default (the “Developer Owner’s Cure”), but in no event shall the Developer Owners have less other than an additional thirty (30) days for the Developer Owner’s Cure. Notwithstanding the foregoing, the Breaching Owner and the Developer Owners, as applicable, shall be afforded an additional reasonable period of time to cure the breach if cure is commenced within the time period and thereafter diligently pursued but cannot be completed within said time frame Termination or Modification by the Town. If the Breaching Owner or the Developer Owner fails to cure the material breach under [OBEY CREEK: Cross check - Section 4.13(c)], then the Town Council may elect to terminate or modify the Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice of termination or modification or finding of breach by the Town may be appealed to the Town Board of Adjustment in the manner provided by G.S. 160A-388(b1). Thereafter, the Breaching Owner and the Developer Owners may pursue any other rights and remedies available at law or in equity. If after mediation the Town Council elects to unilaterally modify the Agreement, the Developer Owners may elect for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving written notice to the Town within sixty (60) days after the proposed modification. In such event, [OBEY CREEK: Cross check - Section 4.28(a), Section 4.28(b) and Section 4.28(c)] shall apply and the Developer Owners have the right to file a termination in the Registry. Failure of the Town to conduct this Periodic Review shall not constitute a waiver by the Town of its rights to otherwise enforce the provisions of this Agreement, nor shall the Developer Owners or Parcel Owners or the Representative have or assert any defense to such enforcement by reason of arising from such failure to conduct pay Basic Rent or which is concurrently being cured pursuant to this Section 4.04(a)) shall have occurred and be continuing the Owner Participant or the Owner Trustee may (but need not) pay to the Indenture Trustee, at any time prior to the expiration of a Periodic Reviewperiod of 10 Business Days (a "10-Day Period") after receiving written notice of such default from the ------------- Indenture Trustee (prior to the expiration of which 10-Day Period the Indenture Trustee shall not declare the Lease in default pursuant to Section 15 thereof or exercise any of the rights, powers or remedies pursuant to such Section 15 or this Article IV), an amount equal to the full amount of such payment of Basic Rent, together with any interest due thereon on account of the delayed payment thereof, and such payment by the Owner Participant or the Owner Trustee shall be deemed to cure any Indenture Event of Default which arose from such failure of the Lessee (but such cure shall not relieve the Lessee of any of its obligations and shall not cure any other Indenture Event of Default) or (B) if there shall occur a Lease Event of Default in respect of any other payment of Rent (other than Basic Rent) or a Lease Event of Default shall have occurred and be continuing, which Lease Event of Default is curable by the payment of money (it being understood that actions such as the obtaining of insurance or the procuring of maintenance services can be so effected), then as long as no other Indenture Event of Default (other than arising from such Lease Event of Default or which is concurrently being cured pursuant to this Section 4.04(a)) shall have occurred and be continuing the Owner Participant or the Owner Trustee may (but need not) pay to the Indenture Trustee, at any time prior to the expiration of a period of 30 days (a "30-Day Period") after receiving written notice of ------------- such Lease Event of Default from the Indenture Trustee (prior to the expiration of which 30-Day Period the Indenture Trustee shall not declare the Lease in default pursuant to Section 15 thereof or exercise any of the rights, powers or remedies pursuant to such Section 15 or this Article IV), an amount equal to the full amount of such payment of Rent, together with any interest due thereon on account of the delayed payment thereof or otherwise make such payment as shall effect such cure, and such payment by the Owner Participant or the Owner Trustee shall be deemed to cure any Indenture Event of Default which arose from such Lease Event of Default (but such cure shall not relieve the Lessee of any of its obligations); provided however, Owner Participant and Owner Trustee, -------- ------- collectively, shall not be entitled to (x) cure more than three consecutive or six total defaults in the payment of Basic Rent, or (y) cure other Lease Events of Default (other than the payment of Basic Rent) if the outstanding amount which has been paid by the Owner Participant or the Owner Trustee and not reimbursed to such parties by the Lessee pursuant to this clause (y) exceeds in the aggregate $3,000,000. Upon any cure by the Owner Participant or the Owner Trustee in accordance with the first sentence of this Section 4.04(a), the Owner Participant or the Owner Trustee shall, to the extent of their respective payments, be subrogated to the rights of the Indenture Trustee, as assignee hereunder of the Owner Trustee to receive such payment of Rent (and any interest due thereon on account of the delayed payment thereof) or right of reimbursement, and shall be entitled to receive such payment upon its receipt by the Indenture Trustee as aforesaid (but in each case only if all amounts of principal and interest at the time due and payable on the Equipment Notes shall have been paid in full); provided that neither the Owner Participant nor the -------- Owner Trustee shall attempt to recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.04(a) except by demanding of the Lessee payment of such amount or by prosecuting an action against the Lessee to require the payment of such amount; provided -------- further, that with respect to any amounts advanced by and owing to the Owner ------- Trustee and the Owner Participant, the Owner Trustee and the Owner Participant shall be expressly subordinated to the right of the holders of the Equipment Notes to receive any and all amounts then due and owing on the Equipment Notes prior to any payment from the Lessee to the Owner Trustee or the Owner Participant.

Right to Cure. After Notice has been served, The repairs required to be made under this Lease shall be completed by the Breaching Owner shall have a reasonable time in which to cure responsible party as soon as is reasonably possible under the material breach (the “Breaching Owner’s Cure”)circumstances, but in no any event within fifteen (15) days after receipt of notice from the noticing party of the need for such repair; provided, however, that if the nature of such repair is such that it cannot reasonably be completed within such 15-day period, then, upon notice to the other party, the responsible party shall have such additional time as is reasonably required to complete such repair, provided the Breaching Owner responsible party commences to perform the repair within such 15-day period and proceeds to completion with diligence and continuity. If the responsible party fails to make the required repairs within such period, the noticing party, in addition to any other rights it may have less than hereunder or at law or in equity, shall have the right to make such repairs on behalf of the responsible party and to xxxx the responsible party for the reasonable cost thereof. The responsible party shall have thirty (30) days to reimburse the noticing party. In the event of an Emergency or if any such repairs are immediately necessary for the Breaching Owner’s Cureproper use and enjoyment of the Premises, no prior notice shall be required, but either party may, after diligent effort to first notify the other, forthwith make such repairs on behalf of the other and xxxx the other for the reasonable cost thereof. If the Breaching Owner fails noticing party has not received reimbursement for any repairs permitted to cure the material breach be made under this Section within the time given, then the Developer Owners shall have an additional reasonable amount of time to cure the Breaching Owner’s breach (the “Developer Owner’s Cure”), but in no event shall the Developer Owners have less than an additional such thirty (30) days for day period, in addition to any other right which it may have hereunder the Developer Owner’s Curenoticing party shall have the right to add/deduct the cost of repairs to/from Rent otherwise due Landlord, together with interest on the unpaid balance thereof at the Default Rate from the date originally due. Notwithstanding the foregoing, the Breaching Owner and the Developer Owners, as applicable, Tenant shall be afforded an additional reasonable period of time to cure the breach if cure is commenced within the time period and thereafter diligently pursued but cannot be completed within said time frame Termination or Modification by the Town. If the Breaching Owner or the Developer Owner fails to cure the material breach under [OBEY CREEK: Cross check - Section 4.13(c)], then the Town Council may elect to terminate or modify the Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice of termination or modification or finding of breach by the Town may be appealed to the Town Board of Adjustment in the manner provided by G.S. 160A-388(b1). Thereafter, the Breaching Owner and the Developer Owners may pursue any other rights and remedies available at law or in equity. If after mediation the Town Council elects to unilaterally modify the Agreement, the Developer Owners may elect for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving written notice to the Town within sixty (60) days after the proposed modification. In such event, [OBEY CREEK: Cross check - Section 4.28(a), Section 4.28(b) and Section 4.28(c)] shall apply and the Developer Owners have the right to file a termination in the Registry. Failure make such repairs on behalf of Landlord outside of the Town to conduct this Periodic Review shall not constitute a waiver by Premises other than the Town Common Areas within ten (10) feet of its rights to otherwise enforce the provisions of this AgreementPremises. Ex. H, nor shall the Developer Owners or Parcel Owners or the Representative have or assert any defense to such enforcement by reason of such failure to conduct a Periodic Review.pg. 26

Right to Cure. After Notice has been served, The Consenting Party agrees that in the Breaching Owner shall have event of a reasonable time in which to cure the material breach (the “Breaching Owner’s Cure”), but in no event shall the Breaching Owner have less than thirty (30) days for the Breaching Owner’s Cure. If the Breaching Owner fails to cure the material breach within the time given, then the Developer Owners shall have an additional reasonable amount of time to cure the Breaching Owner’s breach (the “Developer Owner’s Cure”), but in no event shall the Developer Owners have less than an additional thirty (30) days for the Developer Owner’s Cure. Notwithstanding the foregoing, the Breaching Owner and the Developer Owners, as applicable, shall be afforded an additional reasonable period of time to cure the breach if cure is commenced within the time period and thereafter diligently pursued but cannot be completed within said time frame Termination or Modification default by the Town. If Partnership in the Breaching Owner performance of any of its obligations under the Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under the Assigned Agreement which would immediately or with the passage of any applicable grace period or the Developer Owner fails to cure giving of notice, or both, enable the material breach under [OBEY CREEK: Cross check - Section 4.13(c)], then the Town Council may elect Consenting Party to terminate or modify suspend its obligations or exercise any other right or remedy under the Assigned Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any or under applicable law (hereinafter a "DEFAULT"), the Consenting Party will continue to perform its obligations under the Assigned Agreement and will not exercise any such right or remedy until it first gives prompt written notice of termination or modification or finding of breach by the Town may be appealed such default to the Town Board of Adjustment in Collateral Agent and affords the manner provided by G.S. 160A-388(b1). ThereafterCollateral Agent, the Breaching Owner Collateral Agent's designee and the Developer Owners may pursue any other rights and remedies available Senior Parties a period of at law or in equity. If after mediation the Town Council elects to unilaterally modify the Agreement, the Developer Owners may elect for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving written notice to the Town within least sixty (60) days after (or if such default is a non-monetary default, such longer period not to exceed one hundred eighty (180) days as is required so long as any such party has commenced and is diligently pursuing appropriate action to cure such default) from receipt of such notice to cure such default; provided, however, that if any such party is prohibited from curing any such default by any process, stay or injunction issued by any governmental authority or pursuant to any bankruptcy or insolvency proceeding involving the proposed modificationPartnership, then the time periods specified in this Section 1.3 for curing a default shall be extended for the period of such prohibition. In such event, [OBEY CREEK: Cross check - Section 4.28(a), Section 4.28(b) and Section 4.28(c)] shall apply The Collateral Agent and the Developer Owners Senior Parties shall have no right to require the Consenting Party to enter into a new agreement under Section 1.4 below or cure a default under the Assigned Agreement pursuant to this Section 1.3 if the Assigned Agreement was terminated by the Consenting Party pursuant to the termination option contained in Section 16(a) of the Assigned Agreement, but the Collateral Agent and the Senior Parties shall have the right to file require Consenting Party to enter into a new agreement under Section 1.4 below and to cure any default and/or Triggering Event under the Assigned Agreement pursuant to this Section 1.3 if the Assigned Agreement was terminated by the Consenting Party pursuant to the termination option contained in the Registry. Failure Section 16(b) of the Town to conduct this Periodic Review shall not constitute a waiver by the Town of its rights to otherwise enforce the provisions of this Assigned Agreement, nor shall the Developer Owners or Parcel Owners or the Representative have or assert any defense to such enforcement by reason of such failure to conduct a Periodic Review.

Right to Cure. After Notice has been servedIn the event of any default by Tenant under this Lease that is reasonably susceptible to cure, the Breaching Owner each Leasehold Mortgagee shall have a reasonable time in which the same period, commencing upon written notice to each such Leasehold Mortgage of such default, to remedy or cause to be remedied the default complained of as Tenant has hereunder to cure the material breach such default, plus an additional ten (the “Breaching Owner’s Cure”), but in no event shall the Breaching Owner have less than thirty (3010) days for in the Breaching Owner’s Cure. If case of default in the Breaching Owner fails to cure the material breach within the time given, then the Developer Owners shall have an additional reasonable amount payment of time to cure the Breaching Owner’s breach Fixed Annual Rent or Additional Rent and sixty (the “Developer Owner’s Cure”), but in no event shall the Developer Owners have less than an additional thirty (3060) days for in the Developer Owner’s Cure. Notwithstanding case of any other default which is capable of being cured by the foregoing, the Breaching Owner and the Developer Owners, as applicable, Leasehold Mortgagee (such sixty (60) day period shall be afforded an additional extended for a reasonable period of time to gain possession of the interest of Tenant under the Ground Lease through legal proceedings if necessary to cure the breach if cure is commenced such default), and Landlord shall accept performance by such Leasehold Mortgagee within the time period specified herein as timely performance by Tenant; provided, however, that (i) nothing contained herein shall be deemed to impose upon any Leasehold Mortgagee the obligation to perform any obligation of Tenant under this Lease or to remedy any default by Tenant hereunder and thereafter diligently pursued but can(ii) as pertains the Leasehold Mortgagee, Landlord waives any default by Tenant that is not susceptible to cure. Any provision of this Lease to the contrary notwithstanding, no performance by or on behalf of a Leasehold Mortgagee shall cause it to become a “mortgagee in possession” or otherwise cause it to be completed within said time frame Termination deemed to be in possession of the Property Portfolio or Modification bound by or liable under this Lease. In addition, the Town. If the Breaching Owner parties agree that if there is more than one (1) Leasehold Mortgagee (or the Developer Owner fails to cure the material breach under [OBEY CREEK: Cross check - Section 4.13(ccollateral assignee)], or if there are Leasehold Mortgages and loans made by Tenant Mezzanine Lenders, then the Town Council may elect to terminate or modify the Agreement after complying with mediation requirements as stated all cure periods provided in [OBEY CREEK: Cross check - Section 4.14]. Any notice of termination or modification or finding of breach by the Town may be appealed to the Town Board of Adjustment in the manner provided by G.S. 160A-388(b1). Thereafter, the Breaching Owner and the Developer Owners may pursue any other rights and remedies available at law or in equity. If after mediation the Town Council elects to unilaterally modify the Agreement, the Developer Owners may elect for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving written notice to the Town within sixty this subsection (60d) days after the proposed modification. In such event, [OBEY CREEK: Cross check - Section 4.28(a), Section 4.28(b) and Section 4.28(c)] shall apply and the Developer Owners have the right to file a termination in the Registry. Failure of the Town to conduct this Periodic Review shall not constitute a waiver by the Town of its rights to otherwise enforce the provisions of this Agreement, nor shall the Developer Owners or Parcel Owners or the Representative have or assert any defense to such enforcement by reason of such failure to conduct a Periodic Reviewrun concurrently.

Right to Cure. After Notice (A) If there shall occur a Lease Event of Default ------------- in respect of the payment of Basic Rent as described in Section 14(a) of the Lease, then as long as no other Indenture Event of Default (other than arising from such failure to pay Basic Rent or which is concurrently being cured pursuant to this Section 4.4(a)) shall have occurred and be continuing the Owner Participant or the Owner Trustee may (but need not) pay to the Indenture Trustee, at any time prior to the expiration of a period of [10 Business Days] (a "[10-Day Period]") after receiving written notice of such Indenture Event of Default from the Indenture Trustee (prior to the expiration of which [10-Day] Period the Indenture Trustee shall not declare the Lease in default pursuant to Section 15 thereof or exercise any of the rights, powers or remedies pursuant to such Section 15 or this Article IV), an amount equal to the Rated Amortization Amount due and payable, together with any interest due thereon on account of the delayed payment thereof, and such payment by the Owner Participant or the Owner Trustee shall be deemed to cure any Indenture Event of Default which arose from such failure of the Lessee (but such cure shall not relieve the Lessee of any of its obligations and shall not cure any other Indenture Event of Default) or (B) if there shall occur a Lease Event of Default in respect of any other payment of Rent (other than Basic Rent) or a Lease Event of Default shall have occurred and be continuing, which Lease Event of Default is curable by the payment of money (it being understood that actions such as the obtaining of insurance or the procuring of maintenance services can be so effected), and, in each case, such Lease Event of Default constitutes an Indenture Event of Default then as long as no other Indenture Event of Default (other than arising from such Indenture Event of Default or which is concurrently being cured pursuant to this Section 4.4(a)) shall have occurred and be continuing the Owner Participant or the Owner Trustee may (but need not) pay to the Indenture Trustee, at any time prior to the expiration of a period of [30 days] (a "[30-Day Period]") after receiving written notice of such Lease Event of Default from the Indenture Trustee (prior to the expiration of which [30-Day] Period the Indenture Trustee shall not declare the Lease in default pursuant to Section 15 thereof or exercise any of the rights, powers or remedies pursuant to such Section 15 or this Article IV), an amount equal to the full amount of such payment of Rent, together with any interest due thereon on account of the delayed payment thereof or otherwise make such payment as shall effect such cure, and such payment by the Owner Participant or the Owner Trustee shall be deemed to cure any Indenture Event of Default which arose from such Lease Event of Default (but such cure shall not relieve the Lessee of any of its obligations); provided however, Owner Participant and Owner Trustee, collectively, shall not be entitled to (x) cure more than eighteen consecutive or thirty-six total defaults in the payment of Basic Rent, or (y) cure other Lease Events of Default if the outstanding amount which has been servedpaid by the Owner Participant or the Owner Trustee and not reimbursed to such parties by the Lessee pursuant to this clause (y) exceeds in the aggregate $[10,000,000], the Breaching Owner shall have a reasonable time in which to cure the material breach (the “Breaching Owner’s Cure”), but in no event shall the Breaching Owner have less than thirty (30) days for the Breaching Owner’s Cure. If the Breaching Owner fails to cure the material breach within the time given, then the Developer Owners shall have an additional reasonable amount of time to cure the Breaching Owner’s breach (the “Developer Owner’s Cure”), but in no event shall the Developer Owners have less than an additional thirty (30) days for the Developer Owner’s Cure. Notwithstanding the foregoing, the Breaching Owner and the Developer Owners, as applicable, shall be afforded an additional reasonable period of time to cure the breach if cure is commenced within the time period and thereafter diligently pursued but cannot be completed within said time frame Termination or Modification adjusted by the Town. If Indenture Trustee after the Breaching Owner or the Developer Owner fails to cure the material breach under [OBEY CREEK: Cross check - Section 4.13(c)], then the Town Council may elect to terminate or modify the Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice of termination or modification or finding of breach Closing Date by the Town may be appealed to the Town Board of Adjustment in the manner provided by G.S. 160A-388(b1). Thereafter, the Breaching Owner and the Developer Owners may pursue any other rights and remedies available at law or in equity. If after mediation the Town Council elects to unilaterally modify the Agreement, the Developer Owners may elect for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving written notice to the Town within sixty Owner Trustee not more frequently than annually by reference only to increases (60and without regard to decreases) days after in the proposed modificationConsumer Price Index released by the Bureau of Labor Statistics, United States Department of Labor since the date of this Indenture. In such event, [OBEY CREEK: Cross check - Upon any cure by the Owner Participant or the Owner Trustee in accordance with the first sentence of this Section 4.28(a4.4(a), Section 4.28(bthe Owner Participant or the Owner Trustee shall, to the extent of their respective payments, be subrogated to the rights of the Indenture Trustee, as assignee hereunder of the Owner Trustee to receive such payment of Rent (and any interest due thereon on account of the delayed payment thereof) or right of reimbursement, and Section 4.28(c)] shall apply be entitled to receive such payment upon its receipt by the Indenture Trustee as aforesaid (but in each case only if the Rated Obligations Due and the Developer Owners Scheduled Obligations Due shall have been paid in full); provided that neither the Owner Participant nor the Owner Trustee shall attempt to recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.4(a) except, subject to the Intercreditor Agreement, by demanding of the Lessee payment of such amount or by prosecuting an action against the Lessee to require the payment of such amount; provided further, that with respect to any amounts advanced by and owing to the Owner Trustee and the Owner Participant, the Owner Trustee and the Owner Participant shall be expressly subordinated to the right to file a termination in the Registry. Failure of the Town holders of the Equipment Notes to conduct this Periodic Review shall not constitute a waiver by receive any and all Rated Obligations Due and Scheduled Obligations Due then due and owing on the Town of its rights Equipment Notes prior to otherwise enforce any payment from the provisions of this Agreement, nor shall Lessee to the Developer Owners or Parcel Owners Owner Trustee or the Representative have or assert any defense to such enforcement by reason of such failure to conduct a Periodic ReviewOwner Participant.

Right to Cure. After Notice If any default, other ihan a default on Indebtedness, is curable and it Borrower or Grantor, as the case may be, has not been servedgiven a notice of a similar default within the preceding twelve (12) months, it may be cured if Borrower or Grantor, as the Breaching Owner shall have a reasonable time case may be, after Lender sends written notice to Borrower or Grantor, as the case may be, demanding cure of such default: (1) cure the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiate steps which Lender deems in which Lender's sole discretion So be sufficient to cure the material breach default and thereafter continue and complete all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. Loan No:100012004 BUSINESS LOAN AGREEMENT (ASSET BASED) (Continued) Page 6 EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where otherwise provided in this Agreement or the “Breaching Owner’s Cure”Related Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate {including any obligation to make further Loan Advances or disbursements), but and, at Lender's option, all Indebtedness immediately will become due and payable, all without notice of any kind to Borrower, except that in no event the case of an Event of Default of the type described in the "Insolvency" subsection above, such acceleration shall the Breaching Owner have less than thirty (30) days for the Breaching Owner’s Curebe automatic and not optional. If the Breaching Owner fails to cure the material breach within the time givenIn addition, then the Developer Owners Lender shall have an additional reasonable amount of time to cure all the Breaching Owner’s breach (the “Developer Owner’s Cure”), but in no event shall the Developer Owners have less than an additional thirty (30) days for the Developer Owner’s Cure. Notwithstanding the foregoing, the Breaching Owner and the Developer Owners, as applicable, shall be afforded an additional reasonable period of time to cure the breach if cure is commenced within the time period and thereafter diligently pursued but cannot be completed within said time frame Termination or Modification by the Town. If the Breaching Owner or the Developer Owner fails to cure the material breach under [OBEY CREEK: Cross check - Section 4.13(c)], then the Town Council may elect to terminate or modify the Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice of termination or modification or finding of breach by the Town may be appealed to the Town Board of Adjustment in the manner provided by G.S. 160A-388(b1). Thereafter, the Breaching Owner and the Developer Owners may pursue any other rights and remedies provided in the Related Documents or available at law or law, in equity, or otherwise. If after mediation the Town Council elects Except as may be prohibited by applicable law, ail of Lender's rights and remedies shall be cumulative and may be exercised singularly or concurrently. Election by Lender to unilaterally modify the Agreementpursue any remedy shall not exclude pursuit of any other remedy, the Developer Owners may elect for the Agreement and an election to be terminated rather than accede make expenditures or to the Agreement with the modifications made by the Town Council by giving written notice take action to the Town within sixty (60) days after the proposed modification. In such event, [OBEY CREEK: Cross check - Section 4.28(a), Section 4.28(b) and Section 4.28(c)] perform an obligation of Borrower or of any Grantor shall apply and the Developer Owners have the not affect Lender's right to file declare a termination in the Registry. Failure of the Town default and to conduct this Periodic Review shall not constitute a waiver by the Town of exercise its rights to otherwise enforce the provisions of this Agreement, nor shall the Developer Owners or Parcel Owners or the Representative have or assert any defense to such enforcement by reason of such failure to conduct a Periodic Reviewand remedies.

Right to Cure. After Notice has been served, the Breaching Owner Seller shall have a reasonable time in which the option, but not the obligation, to cure attempt to cure, on or before 5:00 p.m. Central Time, two (2) Business Days prior to the material breach Initial Closing (the “Breaching Owner’s CureCure Period”), but in no event shall any Title Defect affecting the Breaching Owner have less than thirty (30) days for the Breaching Owner’s CureAssets that is timely identified under Section 5.5. If a Title Defect is a reduction in NRI below the Breaching Owner fails Designated NRI for any Lease, the Parties agree that Seller may cure such Title Defect by delivering, or causing to be delivered, assignments of existing overriding royalties assigned by Seller under Article 8 of this Agreement in amounts sufficient to increase the NRI to the Designated NRI, which assignments shall be delivered at the Initial Closing or Subsequent Closing, as the case may be, and shall contain a special warranty of title. If Seller is unable to cure a Title Defect that is a reduction in NRI below the material breach within Designated NRI for any Lease in the time givenmanner set forth above, then the Developer Owners Buyer shall have an additional the right, but not the obligation, to elect to exclude the affected Lease from the Initial Closing, and the Purchase Price will be reduced by the Allocated Value of such Lease. Prior to the end of the Cure Period, Seller shall provide evidence that a Title Defect has been cured. Prior to the execution of the Settlement Statement pursuant to Section 3.2, Buyer shall notify Seller whether such Title Defect has been cured to the reasonable amount satisfaction of time Buyer. Without limitation of Section 5.8 below, if there are any Title Defects described under sub-clause (iv) in the definition of Defensible Title in Section 5.1, and (i) Seller elects, or is deemed to have elected, to not cure such Title Defect, or (ii) Seller elects to cure such Title Defect in accordance with this Section 5.6 but is unable to cure such Title Defect by the Breaching Owner’s breach end of the Cure Period (or, if such Lease has already been excluded from the “Developer Owner’s Cure”Initial Closing due to its being subject to an Outstanding Title Defect, by the by the end of the Post-Closing Cure Period), but in no event shall the Developer Owners have less than an additional thirty (30) days for the Developer Owner’s Cure. Notwithstanding the foregoing, the Breaching Owner and the Developer Owners, as applicable, shall be afforded an additional reasonable period of time to cure the breach if cure is commenced within the time period and thereafter diligently pursued but cannot be completed within said time frame Termination or Modification by the Town. If the Breaching Owner or the Developer Owner fails to cure the material breach under [OBEY CREEK: Cross check - Section 4.13(c)], then the Town Council Seller may elect to terminate retain the Lease or modify Leases affected by such Title Defect and the Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice of termination or modification or finding of breach Purchase Price shall be reduced by the Town may be appealed to the Town Board of Adjustment in the manner provided by G.S. 160A-388(b1). Thereafter, the Breaching Owner and the Developer Owners may pursue any other rights and remedies available at law or in equity. If after mediation the Town Council elects to unilaterally modify the Agreement, the Developer Owners may elect for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving written notice to the Town within sixty (60) days after the proposed modification. In such event, [OBEY CREEK: Cross check - Section 4.28(a), Section 4.28(b) and Section 4.28(c)] shall apply and the Developer Owners have the right to file a termination in the Registry. Failure of the Town to conduct this Periodic Review shall not constitute a waiver by the Town of its rights to otherwise enforce the provisions of this Agreement, nor shall the Developer Owners or Parcel Owners or the Representative have or assert any defense to such enforcement by reason Allocated Value of such failure to conduct a Periodic ReviewLease or Leases.

Right to Cure. After Notice has been servedUpon the occurrence of an event of default by Borrower under the Assigned Agreement, or upon the Breaching Owner shall have occurrence or non-occurrence of any other event or condition which would enable the Consenting Party to terminate or suspend its obligations under the Assigned Agreement (herein called a reasonable time in which to cure the material breach (the “Breaching Owner’s Curedefault”), but the Consenting Party will not terminate or suspend its obligations under the Assigned Agreement until it first: (a) gives to the Collateral Agent the written notice required to be given to Borrower by the Assigned Agreement specifying the nature of the default giving rise to such right (and in no event shall the Breaching Owner have less than thirty case of a payment default, specifying the amount thereof); (30b) days gives the Borrower the opportunity to cure such default during the cure period specified in the Assigned Agreement; and (c) gives the Collateral Agent the opportunity to cure such default for an additional period of [**], in the Breaching Owner’s Curecase of a payment default, and [**], in the case of a non-payment default, after the expiration of the applicable cure period of Borrower set forth in the Assigned Agreement. If the Breaching Owner fails to cure the material breach any default (other than a payment default) cannot reasonably be cured within the time given[**] cure period, then so long as the Developer Owners shall have an additional reasonable amount of time to Collateral Agent commences pursuing such cure the Breaching Owner’s breach (the “Developer Owner’s Cure”), but in no event shall the Developer Owners have less than an additional thirty (30) days for the Developer Owner’s Cure. Notwithstanding the foregoing, the Breaching Owner and the Developer Owners, as applicable, shall be afforded an additional reasonable period of time to cure the breach if cure is commenced within the time such [**] period and thereafter diligently pursued pursues such cure, such [**] period shall be extended for the period required for the default to be cured, but canshall not exceed an additional [**]. If possession of the Project or any portion thereof is necessary to cure any default (other than a payment default) and the Collateral Agent commences and diligently pursues foreclosure or other proceedings necessary or desirable to obtain possession of the Project, the Collateral Agent will be completed within said time frame Termination or Modification by allowed [**] to complete such proceedings and cure such default so long as, to the Townextent the Collateral Agent is not so prohibited, the cure of defaults is being diligently pursued. If the Breaching Owner Collateral Agent is prohibited from curing any default or the Developer Owner fails from commencing or prosecuting foreclosure or other appropriate proceedings by operation of law or by any process, stay or injunction issued by any governmental authority or pursuant to cure the material breach under [OBEY CREEK: Cross check - Section 4.13(c)]any bankruptcy or insolvency proceeding or other similar proceeding involving Borrower, then the Town Council may elect to terminate time periods specified herein for curing a default (other than a payment default) or modify the Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice of termination commencing or modification prosecuting such foreclosure or finding of breach by the Town may other proceedings shall be appealed to the Town Board of Adjustment in the manner provided by G.S. 160A-388(b1). Thereafter, the Breaching Owner and the Developer Owners may pursue any other rights and remedies available at law or in equity. If after mediation the Town Council elects to unilaterally modify the Agreement, the Developer Owners may elect extended for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving written notice to the Town within sixty (60) days after the proposed modification. In such event, [OBEY CREEK: Cross check - Section 4.28(a), Section 4.28(b) and Section 4.28(c)] shall apply and the Developer Owners have the right to file a termination in the Registry. Failure of the Town to conduct this Periodic Review shall not constitute a waiver by the Town of its rights to otherwise enforce the provisions of this Agreement, nor shall the Developer Owners or Parcel Owners or the Representative have or assert any defense to such enforcement by reason period of such failure to conduct a Periodic Reviewprohibition. TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO BRACKETED ASTERISKS [**].

Right to Cure. After Notice has been servedIn the event that the Co-Borrowers fail to comply with the financial covenants set forth above by an amount not exceeding forty percent (40%) of the then-required applicable covenant level for any calendar month, until the Breaching Owner shall have a reasonable time in expiration of the fifth (5th) Business Day subsequent to the date on which monthly financial statements are required to cure the material breach be delivered pursuant to Section 7.01 (the “Breaching Owner’s CureCure Period”), but in no event the Co-Borrowers shall be permitted to cure such failure to comply by way of receiving Cure Contributions, and upon the Breaching Owner have less than thirty (30) days date on which the Cure Period expires, such covenants shall be recalculated giving effect to the Cure Contributions. Solely for the Breaching Owner’s Curepurpose of curing a financial covenant pursuant to a Cure Contribution, any such Cure Contributions shall be included in the calculation of Adjusted EBITDA for the most recently ended month. If If, after giving effect to the Breaching Owner fails foregoing recalculations, Co-Borrowers shall then be in compliance with the requirements of such covenants, Co-Borrowers shall be deemed to have satisfied the requirements of such covenants as of the relevant earlier required date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of any such covenant that had occurred shall be deemed cured for the purposes of this Agreement and the other Loan Documents. Co-Borrowers shall provide Agent with notice of intent to exercise their right to cure contained in this subsection within 45 days of the material breach within end of the time given, then calendar month for which the Developer Owners shall have an additional reasonable amount of time to cure the Breaching Owner’s breach (the “Developer Owner’s Cure”), but in no event shall the Developer Owners have less than an additional thirty (30) days for the Developer Owner’s Cureis sought. Notwithstanding anything to the foregoingcontrary contained this Agreement, from the Breaching Owner date of receipt of such notice until the date on which the Cure Period expires, neither Agent nor any Bank shall exercise rights or remedies with respect to any Default or Event of Default solely on the basis that an Event of Default has occurred and is continuing under Section 7.09 (a) or (b). The Cure Contributions, in the Developer Ownersaggregate, as applicablemust be received no later than the end of the applicable Cure Period. In any rolling twelve month period, there shall be afforded an additional reasonable period of time to cure no more than two (2) Cure Contributions submitted under this Section 7.09(c) permitted, and no more than three (3) Cure Contributions submitted under this Section 7.09(c) shall be permitted during the breach if cure is commenced within the time period and thereafter diligently pursued but cannot be completed within said time frame Termination or Modification by the Town. If the Breaching Owner or the Developer Owner fails to cure the material breach under [OBEY CREEK: Cross check - Section 4.13(c)], then the Town Council may elect to terminate or modify the Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice of termination or modification or finding of breach by the Town may be appealed to the Town Board of Adjustment in the manner provided by G.S. 160A-388(b1). Thereafter, the Breaching Owner and the Developer Owners may pursue any other rights and remedies available at law or in equity. If after mediation the Town Council elects to unilaterally modify the Agreement, the Developer Owners may elect for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving written notice to the Town within sixty (60) days after the proposed modification. In such event, [OBEY CREEK: Cross check - Section 4.28(a), Section 4.28(b) and Section 4.28(c)] shall apply and the Developer Owners have the right to file a termination in the Registry. Failure of the Town to conduct this Periodic Review shall not constitute a waiver by the Town of its rights to otherwise enforce the provisions term of this Agreement, nor shall the Developer Owners or Parcel Owners or the Representative have or assert any defense to such enforcement by reason of such failure to conduct a Periodic Review.

Right to Cure. After Notice has been servedIf any act or omission by Landlord shall give Tenant the right, immediately or after the Breaching Owner lapse of time, to cancel or terminate this lease in whole or in part or to claim such cancellation or termination on the basis of a partial or total eviction, Tenant shall not exercise any such right until (a) it shall have given written notice of such act or omission to each Senior Interest Holder whose name and address shall have been previously furnished to Tenant, and (b) a reasonable period for remedying such act or omission shall have elapsed following such notice and following the time in when such Superior Mortgagee or Superior Lessor shall have become entitled under such Superior Mortgage, Subordinated Mortgage or Superior Lease, as the case may be, to remedy the same (which to cure the material breach (the “Breaching Owner’s Cure”), but in no event reasonable period shall the Breaching Owner have be not less than thirty (30) days for the Breaching Owner’s Cure. If the Breaching Owner fails to cure the material breach within the time given, then the Developer Owners shall have an additional reasonable amount of time to cure the Breaching Owner’s breach (the “Developer Owner’s Cure”), but in no event shall the Developer Owners have less than an additional thirty (30) days for the Developer Owner’s Cure. Notwithstanding the foregoing, the Breaching Owner and the Developer Owners, as applicable, shall be afforded an additional reasonable period of time to cure the breach if cure is commenced within the time period and thereafter diligently pursued but cannot be completed within said time frame Termination or Modification by the Town. If the Breaching Owner or the Developer Owner fails to cure the material breach under [OBEY CREEK: Cross check - Section 4.13(c)], then the Town Council may elect to terminate or modify the Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice of termination or modification or finding of breach by the Town may be appealed to the Town Board of Adjustment in the manner provided by G.S. 160A-388(b1). Thereafter, the Breaching Owner and the Developer Owners may pursue any other rights and remedies available at law or in equity. If after mediation the Town Council elects to unilaterally modify the Agreement, the Developer Owners may elect for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving written notice to the Town within sixty (60) days after and, if such act or omission is of such a nature that it cannot be completely remedied within such sixty (60) day period, such reasonable period shall be such longer period as may be required provided such Senior Interest Holder shall have within such sixty (60) day period given Tenant notice of its intention to remedy such act or omission, and has commenced and thereafter continues to act upon such intention). It is agreed, however, that if such Senior Interest Holder requires possession of the proposed modification. In demised premises in order to effect a remedy, then such event, [OBEY CREEK: Cross check - Section 4.28(a), Section 4.28(b) and Section 4.28(c)] Senior Interest Holder shall apply and have such further period of time as is necessary to obtain possession in addition to the Developer Owners have the right reasonable period referred to file a termination in the Registry. Failure of the Town to conduct this Periodic Review preceding sentence, provided such Senior Interest Holder shall not constitute a waiver by the Town give Tenant notice of its rights intention to otherwise enforce obtain possession and remedy such act or omission and shall promptly commence and continue to pursue, through appointment of a receiver or foreclosure, summary proceedings or other procedures, steps necessary to obtain possession. For the purposes of this Section 65.03, if there shall be more than one Senior Interest Holder, the provisions of this Agreement, nor Section 65.03 shall be applicable only to the Developer Owners or Parcel Owners holder of the Superior Mortgage or the Representative have or assert any defense to such enforcement by reason of such failure to conduct a Periodic ReviewSubordinated mortgage which constitutes the first mortgage lien on the Building.

Right to Cure. After Notice If Borrower defaults in the performance of any of its obligations under the Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under the Assigned Agreement which would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable Contracting Party to terminate or suspend its performance under the Assigned Agreement (each hereinafter a “default”), Contracting Party shall not terminate or suspend its performance under the Assigned Agreement until it first gives written notice of such default to Lender and affords Lender a period of at least 30 days (or if such default is a nonmonetary default, such longer period as may be required so long as Lender has been servedcommenced and is diligently pursuing appropriate action to cure such default within such longer period but, subject to clauses (a) and (b) below, in no event more than one hundred eighty (180) days from receipt of such notice to cure such default) from receipt of such notice to cure such default; provided, however, that (a) if possession of the Breaching Owner Project is necessary to cure such nonmonetary default and Lender has commenced foreclosure proceedings, whether judicial or non-judicial through exercise of a power of sale or otherwise, Lender shall have be allowed a reasonable time in which to cure the material breach complete such proceedings within such longer period, and (the “Breaching Owner’s Cure”)b) if Lender is prohibited from curing any such nonmonetary default by any process, but in no event shall the Breaching Owner have less than thirty (30) days for the Breaching Owner’s Cure. If the Breaching Owner fails stay or injunction issued by any governmental authority or pursuant to cure the material breach within the time givenany bankruptcy or insolvency proceeding or other similar proceeding involving Borrower, then the Developer Owners time periods specified herein for curing a nonmonetary default shall have an additional reasonable amount of time to cure the Breaching Owner’s breach (the “Developer Owner’s Cure”), but in no event shall the Developer Owners have less than an additional thirty (30) days be extended for the Developer Owner’s Cure. Notwithstanding the foregoing, the Breaching Owner and the Developer Owners, as applicable, shall be afforded an additional reasonable period of time such prohibition. In the event the Lender does not cure any such default within such applicable extended cure period, Contracting Party shall continue to cure the breach if cure is commenced within the time period and thereafter diligently pursued but cannot be completed within said time frame Termination or Modification by the Town. If the Breaching Owner or the Developer Owner fails to cure the material breach under [OBEY CREEK: Cross check - Section 4.13(c)], then the Town Council may elect to terminate or modify the Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice of termination or modification or finding of breach by the Town may be appealed to the Town Board of Adjustment in the manner provided by G.S. 160A-388(b1). Thereafter, the Breaching Owner and the Developer Owners may pursue any other have all rights and remedies available at law or in equity. If after mediation afforded to it under the Town Council elects to unilaterally modify the Assigned Agreement, the Developer Owners may elect for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving written notice to the Town within sixty (60) days after the proposed modification. In such event, [OBEY CREEK: Cross check - Section 4.28(a), Section 4.28(b) and Section 4.28(c)] shall apply and the Developer Owners have the right to file a termination in the Registry. Failure of the Town to conduct this Periodic Review shall not constitute a waiver by the Town of its rights to otherwise enforce the provisions of this Agreement, nor shall the Developer Owners or Parcel Owners or the Representative have or assert any defense to such enforcement by reason of such failure to conduct a Periodic Review.

Right to Cure. After Notice Landlord shall not be deemed to be in default in the performance of any obligation required of it under this Lease until it has been servedfailed to perform such obligation within 30 days after receipt by Landlord of written notice from Tenant to Landlord, specifying the Breaching Owner shall have a reasonable time obligation in question and the manner in which Landlord has failed to perform the obligation. If the nature of Landlord's obligation is such that more than 30 days are reasonably required for its performance, Landlord shall not be in default if Landlord commences to cure the default within the 30 day period and proceeds to completion with reasonable promptness. If Landlord fails to perform any obligation under this Lease which obligation is material breach (to Tenant’s use and enjoyment of the “Breaching Owner’s Cure”), but in no event shall the Breaching Owner have less Premises and such failure continues for more than thirty (30) days for the Breaching Owner’s Cure. If the Breaching Owner fails to cure the material breach after written notice from Tenant (provided that, if correction of such failure reasonably requires a period longer than thirty (30) days, and if Landlord commences such correction within the time given, then the Developer Owners shall have an additional reasonable amount of time to cure the Breaching Owner’s breach (the “Developer Owner’s Cure”), but in no event shall the Developer Owners have less than an additional thirty (30) days for the Developer Owner’s Cure. Notwithstanding the foregoingand prosecutes such correction to completion with diligence and continuity, the Breaching Owner and the Developer Owners, as applicable, Landlord shall be afforded an additional reasonable allowed such longer period of time as may be reasonably necessary to complete such correction), Tenant may, upon Landlord’s failure to cure the breach if cure is commenced such failure within the time period five (5) days of Landlord’s receipt of a second written notice from Tenant written in bolded and thereafter diligently pursued capital letters that constitutes a SECOND NOTICE, but canshall not be completed within said time frame Termination or Modification obligated to, cure any such failure, and all reasonable costs and expenses actually incurred by the Town. If the Breaching Owner or the Developer Owner fails to cure the material breach under [OBEY CREEK: Cross check - Section 4.13(c)]Tenant in curing such failure (including, then the Town Council may elect to terminate or modify the Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice of termination or modification or finding of breach by the Town may be appealed without limitation, reasonably attorneys’ fees and interest on such costs and expenses at an annual rate equal to the Town Board of Adjustment in the manner provided Default Rate shall be paid by G.S. 160A-388(b1). Thereafter, the Breaching Owner and the Developer Owners may pursue any other rights and remedies available at law or in equity. If after mediation the Town Council elects Landlord to unilaterally modify the Agreement, the Developer Owners may elect for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving written notice to the Town Tenant within sixty thirty (6030) days after Landlord receives a written xxxx from the proposed modificationTenant. In If Landlord fails to reimburse Tenant for any such eventcosts and expenses not disputed by Landlord within thirty (30) days after Landlord receives a written demand therefor, [OBEY CREEK: Cross check - Section 4.28(a), Section 4.28(b) and Section 4.28(c)] Tenant shall apply and the Developer Owners have the right to file apply such amounts as a termination credit against payments of Base Rent and Additional Rent due from Tenant to Landlord under this Lease, provided in the Registry. Failure no event shall such offset on a monthly basis exceed one-half of the Town Monthly Base Rent owing hereunder. If Landlord reasonably disputes the amount of Tenant’s costs, the parties shall refer the matter to conduct this Periodic Review shall not constitute a waiver by expedited arbitration, in accordance with the Town terms of its rights to otherwise enforce the provisions Section 55 of this Agreement, nor shall the Developer Owners or Parcel Owners or the Representative have or assert any defense to such enforcement by reason of such failure to conduct a Periodic Review.Exhibit “H.”

Right to Cure. After Notice has been servedIf Assignor defaults in the performance of any of its obligations under the Assigned Agreement, or upon the Breaching Owner occurrence or non-occurrence of any event or condition under the Assigned Agreement which would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable SCE to terminate or suspend its performance under the Assigned Agreement (each hereinafter a “default”), SCE will not terminate or suspend its performance under the Assigned Agreement until it first gives written notice of such default to Assignee and affords Assignee the right to cure such default within the applicable cure period under the Assigned Agreement. In addition, if Assignee gives SCE written notice prior to the expiration of the applicable cure period under the Assigned Agreement of Assignee’s intention to cure such default (which notice shall include a reasonable description of the time required to cure such default) and is diligently proceeding to cure such default, Assignee shall have a reasonable time in period of 60 days (or, if such default is for failure by the Assignor to pay an amount to SCE which is due and payable under the Assigned Agreement, 15 days) from receipt of the notice of such default from SCE to cure such default, provided, however, that (a) if control of the material breach (the “Breaching Owner’s Cure”), but in no event shall the Breaching Owner have less than thirty (30) days for the Breaching Owner’s Cure. If the Breaching Owner fails Assignor or its assets is necessary to cure any such non-monetary default and Assignee has commenced foreclosure proceedings within 60 days after notice of the material breach within the time givendefault and is diligently pursuing such foreclosure proceedings, Assignee will be allowed a reasonable time, not to exceed 180 days, to complete such proceedings and cure such default and (b) if Assignee is prohibited from curing any such non- monetary default by any process, stay or injunction issued by any governmental authority or pursuant to any bankruptcy or insolvency proceeding or other similar proceeding involving Assignor, then the Developer Owners time periods specified herein for curing a default shall have an additional reasonable amount be extended for the period of time such prohibition, so long as Assignee is diligently pursuing removal of such process, stay or injunction. Assignee shall provide SCE with reports concerning the status of efforts to cure the Breaching Ownera default upon SCE’s breach (the “Developer Owner’s Cure”), but in no event shall the Developer Owners have less than an additional thirty (30) days for the Developer Owner’s Cure. Notwithstanding the foregoing, the Breaching Owner and the Developer Owners, as applicable, shall be afforded an additional reasonable period of time to cure the breach if cure is commenced within the time period and thereafter diligently pursued but cannot be completed within said time frame Termination or Modification by the Town. If the Breaching Owner or the Developer Owner fails to cure the material breach under [OBEY CREEK: Cross check - Section 4.13(c)], then the Town Council may elect to terminate or modify the Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice of termination or modification or finding of breach by the Town may be appealed to the Town Board of Adjustment in the manner provided by G.S. 160A-388(b1). Thereafter, the Breaching Owner and the Developer Owners may pursue any other rights and remedies available at law or in equity. If after mediation the Town Council elects to unilaterally modify the Agreement, the Developer Owners may elect for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving written notice to the Town within sixty (60) days after the proposed modification. In such event, [OBEY CREEK: Cross check - Section 4.28(a), Section 4.28(b) and Section 4.28(c)] shall apply and the Developer Owners have the right to file a termination in the Registry. Failure of the Town to conduct this Periodic Review shall not constitute a waiver by the Town of its rights to otherwise enforce the provisions of this Agreement, nor shall the Developer Owners or Parcel Owners or the Representative have or assert any defense to such enforcement by reason of such failure to conduct a Periodic Reviewrequest.

Right to Cure. After Notice has been servedIf the Assignor defaults in the performance of any of its obligations under the Assigned Agreements beyond any applicable cure periods, or upon the Breaching Owner shall have occurrence or non-occurrence of any other event or condition under the Assigned Agreements which would immediately or with notice enable the Consenting Party to terminate or suspend performance under the Assigned Agreements (each hereinafter a reasonable time in which to cure the material breach (the “Breaching Owner’s CureContract Default”), but in no event the Consenting Party shall not cancel or terminate any of the Breaching Owner have less than thirty Assigned Agreements, or suspend its performance of any of its obligations thereunder except for the suspension permitted under Section 21.01(b) of the Design-Build Contract, until it first gives written notice of such Contract Default to the Trustee or its assignee or designee and affords such party fifteen (3015) days for to cure (without any obligation to do so) a monetary Contract Default (including a monetary Concessionaire Default under Section 19.04(c) of the Breaching Owner’s CureDesign-Build Contract) and ninety (90) days to cure (without any obligation to do so) a non-monetary Contract Default following receipt of such notice; provided that if any non-monetary Contract Default cannot be cured during such ninety (90) day period, the Consenting Party shall allow such longer time period as is required so long as such party commenced pursuing such cure within such ninety (90) day period and thereafter is diligently pursuing a cure to such default. If the Breaching Owner Trustee fails to cure the material breach a non- monetary Contract Default within the time givenninety (90) day period or is prohibited from curing any Contract Default by operation of law or by any process, stay or injunction issued by any governmental authority or pursuant to any bankruptcy or insolvency proceeding or other similar proceeding involving the Assignor, then the Developer Owners time periods specified herein for curing a non- monetary default Contract Default shall have an additional reasonable amount of time to cure the Breaching Owner’s breach (the “Developer Owner’s Cure”), but in no event shall the Developer Owners have less than an additional thirty (30) days be extended for the Developer Owner’s Cure. Notwithstanding the foregoing, the Breaching Owner and the Developer Owners, as applicable, shall be afforded an additional reasonable period of time to cure the breach if cure is commenced within the time period and thereafter diligently pursued but cannot be completed within said time frame Termination or Modification by the Town. If the Breaching Owner or the Developer Owner fails to cure the material breach under [OBEY CREEK: Cross check - Section 4.13(c)], then the Town Council may elect to terminate or modify the Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice of termination or modification or finding of breach by the Town may be appealed equal to the Town Board shorter of Adjustment in the manner provided by G.S. 160A-388(b1)such prohibition or 150 days. ThereafterAfter any cure, the Breaching Owner and the Developer Owners may pursue any other rights and remedies available at law or in equity. If after mediation the Town Council elects to unilaterally modify the Agreement, the Developer Owners may elect for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving written notice to the Town within sixty (60) days after the proposed modification. In such event, [OBEY CREEK: Cross check - Section 4.28(a), Section 4.28(b) and Section 4.28(c)] Assignor shall apply and the Developer Owners have the right to file request that the Consenting Party try to accelerate the works, at the Assignor’s cost. If the Trustee reinstates any Assigned Agreement after a termination in Contract Default, the Registry. Failure of the Town Consenting Party shall also be entitled to conduct this Periodic Review shall its direct increased costs associated with such Contract Default, including, but not constitute a waiver by the Town of its rights to otherwise enforce the provisions of this Agreementlimited to, nor shall the Developer Owners or Parcel Owners or the Representative have or assert any defense to such enforcement by reason of such failure to conduct a Periodic Reviewremobilization, escalation and other associated costs.

Right to Cure. After Notice has been servedThe Consenting Party agrees that in the event of a default by the Partnership in the performance of any of its obligations under the Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under the Assigned Agreement which would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable the Consenting Party to terminate or suspend its obligations or exercise any other right or remedy under the Assigned Agreement or under applicable law (hereinafter a "DEFAULT"), the Breaching Owner shall have Consenting Party will continue to perform its obligations under the Assigned Agreement and will not exercise any such right or remedy until it gives written notice of such default to the Collateral Agent (a reasonable time "DEFAULT NOTICE") and, as set forth in which Section 14.03(b) and (c) of the Assigned Agreement, affords the Collateral Agent, the Qualified Agent's Designee and the Senior Parties a period to cure the material breach (the “Breaching Owner’s Cure”), but in such default. Such cure period will be no event shall the Breaching Owner have less than thirty (30) days for (in the Breaching Owner’s Cure. If case of a monetary default) and seventy-five (75) days (in the Breaching Owner fails case of a non-monetary default) beginning upon the later of (a) the Collateral Agent's receipt of the Default Notice and (b) the termination of the Partnership's right to cure such default under the material breach within Assigned Agreement, provided that in the time given, then event that a Substitute Owner assumes the Developer Owners shall have an additional reasonable amount rights and obligations of time the Partnership under the Assigned Agreement pursuant to cure a written assumption agreement (a copy of which is provided to the Breaching Owner’s breach (the “Developer Owner’s Cure”), but in no event shall the Developer Owners have less than an additional thirty (30) days for the Developer Owner’s Cure. Notwithstanding the foregoing, the Breaching Owner and the Developer Owners, as applicable, shall be afforded an additional reasonable period of time to cure the breach if cure is commenced within the time period and thereafter diligently pursued but cannot be completed within said time frame Termination or Modification Consenting Party by the Town. If the Breaching Owner or the Developer Owner fails to cure the material breach under [OBEY CREEK: Cross check - Section 4.13(c)], then the Town Council may elect to terminate or modify the Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice later of termination or modification or finding of breach by the Town may be appealed to the Town Board of Adjustment in the manner provided by G.S. 160A-388(b1). Thereafter, the Breaching Owner and the Developer Owners may pursue any other rights and remedies available at law or in equity. If after mediation the Town Council elects to unilaterally modify the Agreement, the Developer Owners may elect for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving written notice to the Town within (i) sixty (60) days after receipt of the proposed modificationDefault Notice and (ii) the termination of the Partnership's right to cure such default under the Assigned Agreement), such Substitute Owner shall have forty-five (45) days from the effective date of the assumption of the rights and obligations of the Partnership under the Assigned Agreement to cure such default or if such default is a non-monetary default, such longer period as is required so long as such Substitute Owner has commenced and is diligently pursuing appropriate action to cure such default; provided, however, that if such Substitute Owner is prohibited from curing any such default by any process, stay or injunction issued by any governmental authority or pursuant to any bankruptcy or insolvency proceeding involving the Partnership, the Collateral Agent, the Qualified Agent's Designee, the Senior Parties or such Substitute Owner, then the time periods specified in this Section 1.3 for curing a default shall be extended for the period of such prohibition. In such eventno event shall the cure rights provided in this Section 1.3 continue beyond (x) twelve (12) calendar months from the date of the Default Notice in the case of a non-monetary default (unless the Partnership or the Collateral Agent, [OBEY CREEK: Cross check - Section 4.28(athe Qualified Agent's Designee or the Senior Parties post $10,000,000 in Acceptable Credit Support (as defined in the Assigned Agreement), in which case the cure rights provided in this Section 4.28(b1.3 shall extend beyond such twelve (12) and Section 4.28(c)] shall apply and calendar months) or (y) four (4) calendar months from the Developer Owners have date of the right to file a termination Default Notice in the Registry. Failure case of the Town to conduct this Periodic Review shall not constitute a waiver by the Town of its rights to otherwise enforce the provisions of this Agreement, nor shall the Developer Owners or Parcel Owners or the Representative have or assert any defense to such enforcement by reason of such failure to conduct a Periodic Reviewmonetary default.

Right to Cure. After Notice (a) Notwithstanding anything to the contrary contained in Section 7.01, if the Borrower determines that an Event of Default in respect of any Financial Covenant has been servedoccurred or may occur, during the Breaching Owner shall have a reasonable time period commencing after the beginning of the last fiscal quarter included in such Test Period and ending 15 Business Days after the date on which financial statements are required to cure the material breach be delivered hereunder with respect to such fiscal quarter (the “Breaching Owner’s CureCure Expiration Date”), but a Designated Equity Contribution may be made to the Borrower, and the amount of the net cash proceeds thereof shall be deemed to increase Consolidated EBITDA with respect to such applicable quarter; provided that such net cash proceeds are actually received by the Borrower as cash common equity (including through capital contribution of such net cash proceeds to the Borrower) during the period commencing after the beginning of the last fiscal quarter included in no event shall such Test Period by the Breaching Owner have less Borrower and ending on the Cure Expiration Date. The parties hereby acknowledge that this Section 7.02(a) may not be relied on for purposes of calculating any financial ratios other than thirty as applicable to the Financial Covenants. Notwithstanding anything to the contrary contained in Section 7.01, (30A) days for upon designation of the Breaching Owner’s Cure. If Designated Equity Contribution by the Breaching Owner fails Borrower in an amount necessary to cure any Event of Default in respect of any Financial Covenant, such covenant will be deemed satisfied and complied with as of the material breach within end of the time given, then relevant fiscal quarter with the Developer Owners shall have an additional reasonable amount same effect as though there had been no failure to comply with such covenant and any Event of time to cure the Breaching Owner’s breach Default under such covenant (the “Developer Owner’s Cure”), but in no event shall the Developer Owners have less than an additional thirty (30) days for the Developer Owner’s Cure. Notwithstanding the foregoing, the Breaching Owner and the Developer Owners, as applicable, shall be afforded an additional reasonable period of time to cure the breach if cure is commenced within the time period and thereafter diligently pursued but cannot be completed within said time frame Termination or Modification by the Town. If the Breaching Owner or the Developer Owner fails to cure the material breach under [OBEY CREEK: Cross check - Section 4.13(c)], then the Town Council may elect to terminate or modify the Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice of termination or modification or finding of breach by the Town may be appealed to the Town Board of Adjustment in the manner provided by G.S. 160A-388(b1). Thereafter, the Breaching Owner and the Developer Owners may pursue any other rights Default as a result thereof) will be deemed not to have occurred for purposes of the Loan Documents, and remedies available at law or in equity. If (B) from and after mediation the Town Council elects to unilaterally modify date that the Agreement, the Developer Owners may elect for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving Borrower delivers a written notice to the Town within sixty Administrative Agent that it intends to exercise its cure right under this Section 7.02 (60a “Notice of Intent to Cure”) days after neither the proposed modification. In such event, [OBEY CREEK: Cross check - Administrative Agent nor any Lender may exercise any rights or remedies under Section 4.28(a7.01 (or under any other Loan Document) with respect to the quarter for which a Notice of Intent to Cure has been provided (and any other Default as a result thereof), Section 4.28(b) and Section 4.28(c)] shall apply and but the Developer Owners have the right to file a termination in the Registry. Failure of the Town to conduct this Periodic Review Borrower shall not constitute a waiver by be permitted to borrow Revolving Loans or Swing Line Loans or make any request for an LC Credit Extension, until and unless the Town of its rights to otherwise enforce Cure Expiration Date has occurred without the provisions of this Agreement, nor shall the Developer Owners or Parcel Owners or the Representative have or assert any defense to such enforcement by reason of such failure to conduct a Periodic ReviewDesignated Equity Contribution having been made.

Right to Cure. After Notice has been served, In the Breaching Owner shall have event of an Event of Default (as defined in the Assigned Agreement) in respect of Company in the performance of any of its obligations under the Assigned Agreement or any other circumstance giving rise to Contracting Party’s right to terminate the Assigned Agreement pursuant to its terms (each hereinafter a reasonable time in which to cure the material breach (the “Breaching Owner’s CureCompany Event of Default”), but notwithstanding any notice period provided in no event the Assigned Agreement, Contracting Party shall not terminate the Breaching Owner have less than Assigned Agreement unless Contracting Party or Company gives written notice of such Company Event of Default to the Collateral Agent and affords the Collateral Agent a period of ten (10) days from the date of receipt of such notice (or if such default is a non-monetary default, a period of thirty (30) days for from the Breaching Owner’s Cure. If the Breaching Owner fails date of receipt of such notice) to cure such Company Event of Default; provided, however, that (a) if possession of the material breach Facilities is necessary to cure such Company Event of Default and the Collateral Agent or Permitted Transferee has commenced foreclosure proceedings against Company within twenty (20) days of receiving notice of a Company Event of Default from Contracting Party or Company, whichever is received first, the Collateral Agent or Permitted Transferee will be allowed a reasonable time givento complete such foreclosure proceedings, such time not to exceed one hundred eighty (180) days, and (b) if the Collateral Agent or Permitted Transferee is prohibited from curing any such Company Event of Default by any process, stay or injunction issued by any Governmental Authority or pursuant to any bankruptcy or insolvency proceeding or other similar proceeding involving Company, then the Developer Owners additional time periods provided herein for curing a Company Event of Default shall have an additional reasonable amount of time to cure the Breaching Owner’s breach (the “Developer Owner’s Cure”), but in no event shall the Developer Owners have less than an additional thirty (30) days be extended for the Developer Ownerperiod of such prohibition. In the event the Collateral Agent succeeds to Company’s Cure. Notwithstanding interest in the foregoingFacilities as a result of foreclosure proceedings, the Breaching Owner and the Developer Owners, as applicable, Collateral Agent or purchaser or grantee pursuant to such foreclosure shall be afforded an additional reasonable period of time to cure the breach if cure is commenced within the time period and thereafter diligently pursued but cannot be completed within said time frame Termination or Modification by the Town. If the Breaching Owner or the Developer Owner fails to cure the material breach under [OBEY CREEK: Cross check - Section 4.13(c)], then the Town Council may elect to terminate or modify the Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice of termination or modification or finding of breach by the Town may be appealed subject to the Town Board requirements of Adjustment in the manner provided by G.S. 160A-388(b1). Thereafter, the Breaching Owner and the Developer Owners may pursue any other rights and remedies available at law or in equity. If after mediation the Town Council elects to unilaterally modify the Agreement, the Developer Owners may elect for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving written notice to the Town within sixty (60) days after the proposed modification. In such event, [OBEY CREEK: Cross check - Section 4.28(a), Section 4.28(b) and Section 4.28(c)] shall apply and the Developer Owners have the right to file a termination in the Registry. Failure of the Town to conduct this Periodic Review shall not constitute a waiver by the Town of its rights to otherwise enforce the provisions of this Agreement, nor shall the Developer Owners or Parcel Owners or the Representative have or assert any defense to such enforcement by reason of such failure to conduct a Periodic Review2.2.

Right to Cure. After Notice has been servedIf any act or omission by Landlord shall give Tenant the right, immediately or after the Breaching Owner lapse of time, to cancel or terminate this Lease in whole or in part or to claim such cancellation or termination on the basis of a partial or total eviction, Tenant shall not exercise any such right until (a) it shall have given written notice of such act or omission to each Senior Interest Holder whose name and address shall have been previously furnished to Tenant, and (b) a reasonable period for remedying such act or omission shall have elapsed following such notice and following the time in when such Superior Mortgagee or Superior Lessor shall have become entitled under such Superior Mortgage, Subordinated Mortgage or Superior Lease, as the case may be, to remedy the same (which to cure the material breach (the “Breaching Owner’s Cure”), but in no event reasonable period shall the Breaching Owner have be not less than thirty (30) days for the Breaching Owner’s Cure. If the Breaching Owner fails to cure the material breach within the time given, then the Developer Owners shall have an additional reasonable amount of time to cure the Breaching Owner’s breach (the “Developer Owner’s Cure”), but in no event shall the Developer Owners have less than an additional thirty (30) days for the Developer Owner’s Cure. Notwithstanding the foregoing, the Breaching Owner and the Developer Owners, as applicable, shall be afforded an additional reasonable period of time to cure the breach if cure is commenced within the time period and thereafter diligently pursued but cannot be completed within said time frame Termination or Modification by the Town. If the Breaching Owner or the Developer Owner fails to cure the material breach under [OBEY CREEK: Cross check - Section 4.13(c)], then the Town Council may elect to terminate or modify the Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice of termination or modification or finding of breach by the Town may be appealed to the Town Board of Adjustment in the manner provided by G.S. 160A-388(b1). Thereafter, the Breaching Owner and the Developer Owners may pursue any other rights and remedies available at law or in equity. If after mediation the Town Council elects to unilaterally modify the Agreement, the Developer Owners may elect for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving written notice to the Town within sixty (60) days after and, if such act or omission is of such a nature that it cannot be completely remedied within such sixty (60) day period, such reasonable period shall be such longer period as may be required provided such Senior Interest Holder shall have within such sixty (60) day period given Tenant notice of its intention to remedy such act or omission, and has commenced and thereafter continues to act upon such intention). It is agreed, however, that if such Senior Interest Holder requires possession of the proposed modification. In Premises in order to effect a remedy, then such event, [OBEY CREEK: Cross check - Section 4.28(a), Section 4.28(b) and Section 4.28(c)] Senior Interest Holder shall apply and have such further period of time as is necessary to obtain possession in addition to the Developer Owners have the right reasonable period referred to file a termination in the Registrypreceding sentence, provided such Senior Interest Holder shall give Tenant notice of its intention to obtain possession and remedy such act or omission and shall promptly commence and continue to pursue, through appointment of a receiver or foreclosure, summary proceedings or other procedures, steps necessary to obtain possession. Failure of the Town to conduct It is expressly agreed however that Tenant's obligations under this Periodic Review shall not constitute a waiver by the Town of Lease and its rights to otherwise enforce cancel or Terminate this Lease are subject to such remedy by Landlord or such Senior Interest holder, Tenant cannot be obligated to take possession of the Premises if possession has been taken by such Senior Interest Holder or Landlord for such remedy, unless such remedy has been completed as provided herein. For the purposes of this Section 13.03, if there shall be more than one Senior Interest Holder, the provisions of this Agreement, nor Section 13.03 shall be applicable only to the Developer Owners or Parcel Owners holder of the Superior Mortgage or the Representative have or assert any defense to such enforcement by reason of such failure to conduct a Periodic ReviewSubordinated Mortgage which constitutes the first mortgage lien on the Building.

Right to Cure. After Notice has been servedIn the event the Borrower fails to comply with the requirements of Section 7.11(a), 7.11(b) or 7.11(c), then (i) with respect to any failure to comply with Section 7.11(a), the Breaching Owner Borrower shall, within ten Business Days of the date the Compliance Certificate for the applicable fiscal quarter is required to be delivered pursuant to Section 6.02(a), provide written notice to the Administrative Agent stating the action or combination of actions specified below which the Borrower proposes to take to remedy such failure to comply, and the Borrower shall have a reasonable time thereafter take one or more of the following actions (as specified to the Administrative Agent): (x) so long as such reduction would not result in which the Total Outstandings exceeding the Facility Limit, cure such failure by permanently reducing the Aggregate Commitments in accordance with Section 2.07 hereof or (y) within thirty days after the date the applicable Compliance Certificate for calculating the PDP Asset Coverage Ratio pursuant to Section 7.11(a) is required to be delivered pursuant to Section 6.02(a), submit additional Oil and Gas Properties owned by the Loan Parties for consideration in connection with the calculation of the PDP Asset Coverage Ratio which, after giving effect to any other actions taken by the Borrower provided above, the Administrative Agent deems sufficient, in is sole discretion to cure the material breach such failure or (the “Breaching Owner’s Cure”ii) with respect to any failure to comply with Section 7.11(b) or 7.11(c), but in no event shall until the Breaching Owner have less than thirty (30) days expiration of the tenth Business Day subsequent to the date the Compliance Certificate for the Breaching Owner’s Cure. If applicable fiscal quarter is required to be delivered pursuant to Section 6.02(a), the Breaching Owner fails Borrower shall be permitted to cure the material breach within the time given, then the Developer Owners shall have an additional reasonable amount of time any such failure to cure the Breaching Owner’s breach (the “Developer Owner’s Cure”), but in no event shall the Developer Owners have less than an additional thirty (30) days for the Developer Owner’s Cure. Notwithstanding the foregoing, the Breaching Owner and the Developer Ownerscomply by requesting that such Consolidated Total Net Leverage Ratio and/or Consolidated Interest Coverage Ratio, as applicable, be recalculated by increasing Consolidated EBITDA for the fiscal quarter most recently ended by an amount equal to the proceeds of common equity issued by the Borrower or by contributions to the common equity of the Borrower received by the Borrower on or after the last day of such fiscal quarter and prior to the expiration of such ten Business Day Period (and such proceeds, “Cure Proceeds”); provided that the Borrower may not exercise its right to cure under this Section 7.11(d) more than twice, in the aggregate, in any four consecutive fiscal quarter period and more than five times, in the aggregate, prior to the Maturity Date. Any increase in Consolidated EBITDA pursuant to this Section 7.11(d) shall be afforded an additional reasonable taken into account in calculating the Financial Covenants under Sections 7.11(b) and 7.11(c) for any four-quarter period that includes the last fiscal quarter of time the four-quarter period with respect to which such cure the breach if cure is commenced within the time period and thereafter diligently pursued but cannot be completed within said time frame Termination or Modification by the Town. If the Breaching Owner or the Developer Owner fails to cure the material breach under [OBEY CREEK: Cross check - Section 4.13(c)], then the Town Council may elect to terminate or modify the Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice of termination or modification or finding of breach by the Town may be appealed to the Town Board of Adjustment in the manner provided by G.S. 160A-388(b1). Thereafter, the Breaching Owner and the Developer Owners may pursue any other rights and remedies available at law or in equityright was exercise. If after mediation giving effect to the Town Council elects to unilaterally modify the Agreementforegoing recalculations, the Developer Owners may elect Borrower would then be in compliance with the applicable Financial Covenant or Financial Covenants, the Borrower shall be deemed to have satisfied the requirements of such Financial Covenant or Financial Covenants as of the relevant earlier required date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default or Event of Default that had occurred shall be deemed cured for the purpose of this Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving written notice to the Town within sixty (60) days after the proposed modification. In such event, [OBEY CREEK: Cross check - Section 4.28(a), Section 4.28(b) and Section 4.28(c)] shall apply and the Developer Owners have the right to file a termination in the Registry. Failure of the Town to conduct this Periodic Review shall not constitute a waiver by the Town of its rights to otherwise enforce the provisions of this Agreement, nor shall the Developer Owners or Parcel Owners or the Representative have or assert any defense to such enforcement by reason of such failure to conduct a Periodic Review.other Loan Documents

Right to Cure. After Notice has been servedIf any act or omission by Landlord shall give Tenant the right, immediately or after the Breaching Owner lapse of time, to cancel or terminate this lease in whole or in part or to claim such cancellation or termination on the basis of a partial or total eviction, Tenant shall not exercise any such right until (a) it shall have given written notice of such act or omission to each Senior Interest Holder whose name and address shall have been previously furnished to Tenant, and (b) a reasonable period for remedying such act or omission shall have elapsed following such notice and following the time in when such Superior Mortgagee or Superior Lessor shall have become entitled under such Superior Mortgage, Subordinated Mortgage or Superior Lease, as the case may be, to remedy the same (which to cure the material breach (the “Breaching Owner’s Cure”), but in no event reasonable period shall the Breaching Owner have be not less than thirty (30) days for the Breaching Owner’s Cure. If the Breaching Owner fails to cure the material breach within the time given, then the Developer Owners shall have an additional reasonable amount of time to cure the Breaching Owner’s breach (the “Developer Owner’s Cure”), but in no event shall the Developer Owners have less than an additional thirty (30) days for the Developer Owner’s Cure. Notwithstanding the foregoing, the Breaching Owner and the Developer Owners, as applicable, shall be afforded an additional reasonable period of time to cure the breach if cure is commenced within the time period and thereafter diligently pursued but cannot be completed within said time frame Termination or Modification by the Town. If the Breaching Owner or the Developer Owner fails to cure the material breach under [OBEY CREEK: Cross check - Section 4.13(c)], then the Town Council may elect to terminate or modify the Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice of termination or modification or finding of breach by the Town may be appealed to the Town Board of Adjustment in the manner provided by G.S. 160A-388(b1). Thereafter, the Breaching Owner and the Developer Owners may pursue any other rights and remedies available at law or in equity. If after mediation the Town Council elects to unilaterally modify the Agreement, the Developer Owners may elect for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving written notice to the Town within sixty (60) days after and, if such act or omission is of such a nature that it cannot be completely remedied within such sixty (60) day period, such reasonable period shall be such longer period as may be required provided~ such Senior Interest holder shall have within such sixty (60) day period given Tenant notice of its intention to remedy such act or omission, and has commenced and thereafter continues to act upon such intention). It is agreed, however, that if such Senior Interest Holder requires possession of the proposed modification. In demised premises in order to effect a remedy, then such event, [OBEY CREEK: Cross check - Section 4.28(a), Section 4.28(b) and Section 4.28(c)] Senior Interest holder shall apply and have such further period of time as is necessary to obtain possession in addition to the Developer Owners have the right reasonable period referred to file a termination in the Registry. Failure of the Town to conduct this Periodic Review preceding sentence, provided such Senior Interest Holder shall not constitute a waiver by the Town give Tenant notice of its rights intention to otherwise enforce obtain possession and remedy such act or omission and shall promptly commence and continue to pursue, through appointment of a receiver or foreclosure, summary proceedings or other procedures, steps necessary to obtain possession. For the purposes of this Section 65.03, if there shall be more than one Senior Interest Holder, the provisions of this Agreement, nor Section 65.03 shall be applicable only to the Developer Owners or Parcel Owners holder of the Superior Mortgage or the Representative have or assert any defense to such enforcement by reason of such failure to conduct a Periodic Review.Subordinated Mortgage which constitutes the first mortgage lien on the Building 66th. SUPPLEMENT TO ARTICLE 3:

Right to Cure. After Notice has been served, In the Breaching Owner shall have event of a reasonable time in Major Landlord Default (defined below) which Landlord fails to cure the material breach (the “Breaching Owner’s Cure”), but in no event shall the Breaching Owner have less than within thirty (30) days for after written notice from Tenant specifying the Breaching Owner’s Cure. If the Breaching Owner fails to cure the material breach nature of such default where such default could reasonably be cured within the time given, then the Developer Owners shall have an additional reasonable amount of time to cure the Breaching Owner’s breach (the “Developer Owner’s Cure”), but in no event shall the Developer Owners have less than an additional said thirty (30) days for day period, or fails to commence such cure within said thirty (30) day period and thereafter continuously with due diligence prosecute such cure to completion where such default could not reasonably be cured within said thirty (30) day period, then Tenant may cure such Major Landlord Default by taking such action and incurring such expense as is reasonably necessary to cure such Major Landlord Default, all such to be done in a good and workmanlike manner, free from default using reputable contractors. In such an event, Tenant may demand that Landlord reimburse the Developer Owner’s Cure. Notwithstanding the foregoing, the Breaching Owner actual costs and the Developer Owners, as applicable, shall be afforded an additional reasonable period of time expenses incurred by Tenant to cure the breach if Major Landlord Default as evidenced by appropriate documentation (the “Cure Expenses”). If Landlord fails to pay the Cure Expenses, then Tenant may bring an action against Landlord to obtain payment of the Cure Expenses. Notwithstanding anything to the contrary contained herein or under applicable law, Tenant waives any and all rights to offset the amount of any Cure Expenses against Rent thereafter coming due. In the event Tenant shall send Landlord a demand to cure is commenced a Major Tenant Default and Landlord disputes the existence thereof and Tenant proceeds to incur any Cure Expenses, Landlord reserves it rights to claim that a Major Landlord Default did not exist in any action brought by Tenant to collect the Cure Expenses and such defense shall not be deemed to have been waived by any inaction by Landlord. As used herein, the term “Major Landlord Default” shall mean a failure by Landlord to perform any its maintenance and repair obligations with respect to the Building and Common Areas and such failure either: (a) poses a threat to the occupants of the Premises or to property within the time period Premises; or (b) materially and thereafter diligently pursued but cannot be completed within said time frame Termination or Modification by adversely affects Tenant’s ability to use the TownPremises for the Permitted Use. If [end of Lease] EXHIBIT “A” PROPERTY THE LAND REFERRED TO HEREIN BELOW IS SITUATED THE CITY OF SAN FRANCISCO, COUNTY OF SAN FRANCISCO, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: BEGINNING at the Breaching Owner or point of intersection of the Developer Owner fails to cure Northerly line of Mariposa Street and the material breach under [OBEY CREEK: Cross check - Section 4.13(c)], then Easterly line of Rhode Island Street; and running thence Easterly along the Town Council may elect to terminate or modify the Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice Northerly line of termination or modification or finding of breach by the Town may be appealed Mariposa Street 200 feet to the Town Board Westerly line of Adjustment in Xx Xxxx Street; thence at a right angle Northerly along the manner provided by G.S. 160A-388(b1). Thereafter, the Breaching Owner and the Developer Owners may pursue any other rights and remedies available at law or in equity. If after mediation the Town Council elects to unilaterally modify the Agreement, the Developer Owners may elect for the Agreement to be terminated rather than accede Westerly line of Xx Xxxx Street 400 feet to the Agreement with Southerly line of 17th (formerly Santa Xxxxx) Street; thence at a right angle Westerly along the modifications made by the Town Council by giving written notice Southerly line of 00xx Xxxxxx 200 feet to the Town within sixty Easterly line xx Xxxxx Xxxxxx Xxxxxx; thence at a right angle Southerly along last mentioned line 400 feet to the point of beginning. BEING all of Xxxxxxx Xxxxx Xxxxx Xx. 000 XXX: Xxx 0 Xxxxx 0000 [END OF EXHIBIT “A”] EXHIBIT “B” PREMISES [SEE ATTACHED CONSISTING OF ONE PAGE] [END OF EXHIBIT “B”] EXHIBIT “C” (60WORK LETTER) days after To induce Tenant to enter into the proposed modification. In such event, [OBEY CREEK: Cross check - Section 4.28(a), Section 4.28(bLease (to which this Exhibit “C” is attached) and Section 4.28(c)] shall apply and the Developer Owners have the right to file a termination in the Registry. Failure consideration of the Town to conduct this Periodic Review shall not constitute a waiver by the Town of its rights to otherwise enforce the provisions of this Agreementmutual covenants hereinafter contained, nor shall the Developer Owners or Parcel Owners or the Representative have or assert any defense to such enforcement by reason of such failure to conduct a Periodic Review.Landlord and Tenant agree as follows:

Right to Cure. After Notice has been served, The Consenting Party agrees that in the Breaching Owner shall have event of a reasonable time in which to cure the material breach (the “Breaching Owner’s Cure”), but in no event shall the Breaching Owner have less than thirty (30) days for the Breaching Owner’s Cure. If the Breaching Owner fails to cure the material breach within the time given, then the Developer Owners shall have an additional reasonable amount of time to cure the Breaching Owner’s breach (the “Developer Owner’s Cure”), but in no event shall the Developer Owners have less than an additional thirty (30) days for the Developer Owner’s Cure. Notwithstanding the foregoing, the Breaching Owner and the Developer Owners, as applicable, shall be afforded an additional reasonable period of time to cure the breach if cure is commenced within the time period and thereafter diligently pursued but cannot be completed within said time frame Termination or Modification default by the Town. If Borrower in the Breaching Owner performance of any of its obligations under the Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under the Assigned Agreement which would immediately or with the passage of any applicable grace period or the Developer Owner fails to cure giving of notice, or both, enable the material breach under [OBEY CREEK: Cross check - Section 4.13(c)], then the Town Council may elect Consenting Party to terminate or modify suspend its obligations or exercise any other right or remedy under the Assigned Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any or under applicable law (hereinafter a "default" ), the Consenting Party will continue to perform its obligations under the Assigned Agreement and will not exercise any such right or remedy until it first gives prompt written notice of termination or modification or finding of breach by the Town may be appealed such default to the Town Board of Adjustment in Agent and affords the manner provided by G.S. 160A-388(b1). ThereafterAgent, the Breaching Owner Agent's designee and the Developer Owners may pursue any other rights and remedies available Banks a period of at law or in equity. If after mediation the Town Council elects to unilaterally modify the Agreement, the Developer Owners may elect for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving written notice to the Town within least sixty (60) days after (or if such default is a non-monetary default, such longer period not to exceed one hundred eighty (180) days as is required so long as any such party has commenced and is diligently pursuing appropriate action to cure such default) from receipt of such notice to cure such default; provided, however, that if any such party is prohibited from curing any such default by any process, stay or injunction issued by any governmental authority or pursuant to any bankruptcy or insolvency proceeding involving the proposed modificationBorrower, then the time periods specified in this Section 1.3 for curing a default shall be extended for the period of such prohibition. In such eventAgent and Banks shall have no right to require Consenting Party to enter into a new agreement under Section 1.4 below or cure a default under the Assigned Agreement pursuant to this Section 1.3 if the Assigned Agreement was terminated by the Consenting Party pursuant to the termination option contained in Section 16 (a) of the Assigned Agreement, [OBEY CREEK: Cross check - Section 4.28(a), Section 4.28(b) but Agent and Section 4.28(c)] Banks shall apply and the Developer Owners have the right to file require Consenting Party to enter into a new agreement under Section 1.4 below and to cure any default and/or Triggering Event under the Assigned Agreement pursuant to this Section 1.3 if the Assigned Agreement was terminated by the Consenting Party pursuant to the termination option contained in the Registry. Failure Section 16(b) of the Town to conduct this Periodic Review shall not constitute a waiver by the Town of its rights to otherwise enforce the provisions of this Assigned Agreement, nor shall the Developer Owners or Parcel Owners or the Representative have or assert any defense to such enforcement by reason of such failure to conduct a Periodic Review.

Right to Cure. After Notice has been served, the Breaching Owner shall have a reasonable time in which to cure the material breach Within five (the “Breaching Owner’s Cure”), but in no event shall the Breaching Owner have less than thirty (30) days for the Breaching Owner’s Cure. If the Breaching Owner fails to cure the material breach within the time given, then the Developer Owners shall have an additional reasonable amount of time to cure the Breaching Owner’s breach (the “Developer Owner’s Cure”), but in no event shall the Developer Owners have less than an additional thirty (30) days for the Developer Owner’s Cure. Notwithstanding the foregoing, the Breaching Owner and the Developer Owners, as applicable, shall be afforded an additional reasonable period of time to cure the breach if cure is commenced within the time period and thereafter diligently pursued but cannot be completed within said time frame Termination or Modification by the Town. If the Breaching Owner or the Developer Owner fails to cure the material breach under [OBEY CREEK: Cross check - Section 4.13(c)], then the Town Council may elect to terminate or modify the Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice of termination or modification or finding of breach by the Town may be appealed to the Town Board of Adjustment in the manner provided by G.S. 160A-388(b1). Thereafter, the Breaching Owner and the Developer Owners may pursue any other rights and remedies available at law or in equity. If after mediation the Town Council elects to unilaterally modify the Agreement, the Developer Owners may elect for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving written notice to the Town within sixty (605) days after receipt, each party shall deliver to the proposed modificationother party copies of any notices of default given or received by such party with respect to the Lease; provided, however, that a copy of any notice of default for non-payment shall be provided immediately. If Landlord agrees to release Assignor from liability under the Lease from and after the Delivery Date, then no such notices shall be required to be given to Assignor. (a) In such eventthe event Assignee defaults under the terms and conditions of this Assignment or the terms and conditions of the Lease, [OBEY CREEK: Cross check - Section 4.28(a)and if Assignor remains liable therefor, Section 4.28(b) and Section 4.28(c)] Assignor shall apply and the Developer Owners have the right (but not the obligation) to, without waiving or releasing Assignee from any obligations thereof, do whatever Assignee is obligated to file a termination in do under the Registry. Failure terms of the Town Lease and this Assignment (including accessing the Premises, during reasonable hours, upon reasonable prior notice, to conduct this Periodic Review shall not constitute a waiver complete the same). Assignee agrees to reimburse Assignor on demand for any reasonable out of pocket payment made by Assignor to cure such default including all costs or expenses incurred by Assignor in effecting such compliance together with an amount equal to six percent (6%) thereof for Assignor’s overhead. (b) In the Town of its rights to otherwise enforce event Assignor defaults under the provisions terms and conditions of this Agreement, nor shall the Developer Owners or Parcel Owners Assignment or the Representative terms and conditions of the Lease, Assignee shall have the right (but not the obligation) to, without waiving or assert releasing Assignor from any defense obligations thereof, do whatever Assignor is obligated to do under the terms of the Lease and this Assignment (including accessing the Premises, during reasonable hours, upon reasonable prior notice, to complete the same). Assignor agrees to reimburse Assignee on demand for any reasonable out of pocket payment made by Assignee to cure such enforcement default including all costs or expenses incurred by reason of Assignee in effecting such failure compliance together with an amount equal to conduct a Periodic Reviewsix percent (6%) thereof for Assignee’s overhead. 9.

Right to Cure. After Notice (A) If there shall occur a Lease Event of ------------- Default in respect of the payment of Basic Rent as described in Section 14(a) of the Lease, then as long as no other Indenture Event of Default (other than arising from such failure to pay Basic Rent or which is concurrently being cured pursuant to this Section 4.4(a)) shall have occurred and be continuing the Owner Participant or the Owner Trustee may (but need not) pay to the Indenture Trustee, at any time prior to the expiration of a period of 20 calendar days (a "20-Day Period") after receiving written notice of such Indenture Event of Default from the Indenture Trustee (prior to the expiration of which 20-Day Period the Indenture Trustee shall not declare the Lease in default pursuant to Section 15 thereof or exercise any of the rights, powers or remedies pursuant to such Section 15 or this Article IV), an amount equal to the Rated Amortization Amount due and payable, together with any interest due thereon on account of the delayed payment thereof, and such payment by the Owner Participant or the Owner Trustee shall be deemed to cure any Indenture Event of Default which arose from such failure of the Lessee (but such cure shall not relieve the Lessee of any of its obligations and shall not cure any other Indenture Event of Default) or (B) if there shall occur a Lease Event of Default in respect of any other payment of Rent (other than Basic Rent) or a Lease Event of Default shall have occurred and be continuing, which Lease Event of Default is curable by the payment of money (it being understood that actions such as the obtaining of insurance or the procuring of maintenance services can be so effected), and, in each case, such Lease Event of Default constitutes an Indenture Event of Default then as long as no other Indenture Event of Default (other than arising from such Indenture Event of Default or which is concurrently being cured pursuant to this Section 4.4(a)) shall have occurred and be continuing the Owner Participant or the Owner Trustee may (but need not) pay to the Indenture Trustee, at any time prior to the expiration of a period of 30 days (a "30-Day Period") after receiving written notice of such Lease Event of Default from the Indenture Trustee (prior to the expiration of which 30-Day Period the Indenture Trustee shall not declare the Lease in default pursuant to Section 15 thereof or exercise any of the rights, powers or remedies pursuant to such Section 15 or this Article IV), an amount equal to the full amount of such payment of Rent, together with any interest due thereon on account of the delayed payment thereof or otherwise make such payment as shall effect such cure, and such payment by the Owner Participant or the Owner Trustee shall be deemed to cure any Indenture Event of Default which arose from such Lease Event of Default (but such cure shall not relieve the Lessee of any of its obligations); provided however, Owner Participant and Owner Trustee, collectively, shall not be entitled to (x) cure more than eighteen consecutive or thirty-six total defaults in the payment of Basic Rent, or (y) cure other Lease Events of Default if the outstanding amount which has been servedpaid by the Owner Participant or the Owner Trustee and not reimbursed to such Trust Indenture and Security Agreement (GARC II 98-A) parties by the Lessee pursuant to this clause (y) exceeds in the aggregate $20,000,000, the Breaching Owner shall have a reasonable time in which to cure the material breach (the “Breaching Owner’s Cure”), but in no event shall the Breaching Owner have less than thirty (30) days for the Breaching Owner’s Cure. If the Breaching Owner fails to cure the material breach within the time given, then the Developer Owners shall have an additional reasonable amount of time to cure the Breaching Owner’s breach (the “Developer Owner’s Cure”), but in no event shall the Developer Owners have less than an additional thirty (30) days for the Developer Owner’s Cure. Notwithstanding the foregoing, the Breaching Owner and the Developer Owners, as applicable, shall be afforded an additional reasonable period of time to cure the breach if cure is commenced within the time period and thereafter diligently pursued but cannot be completed within said time frame Termination or Modification adjusted by the Town. If Indenture Trustee after the Breaching Owner or the Developer Owner fails to cure the material breach under [OBEY CREEK: Cross check - Section 4.13(c)], then the Town Council may elect to terminate or modify the Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice of termination or modification or finding of breach Closing Date by the Town may be appealed to the Town Board of Adjustment in the manner provided by G.S. 160A-388(b1). Thereafter, the Breaching Owner and the Developer Owners may pursue any other rights and remedies available at law or in equity. If after mediation the Town Council elects to unilaterally modify the Agreement, the Developer Owners may elect for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving written notice to the Town within sixty Owner Trustee not more frequently than annually by reference only to increases (60and without regard to decreases) days after in the proposed modificationConsumer Price Index released by the Bureau of Labor Statistics, United States Department of Labor since the date of this Indenture. In such event, [OBEY CREEK: Cross check - Upon any cure by the Owner Participant or the Owner Trustee in accordance with the first sentence of this Section 4.28(a4.4(a), Section 4.28(bthe Owner Participant or the Owner Trustee shall, to the extent of their respective payments, be subrogated to the rights of the Indenture Trustee, as assignee hereunder of the Owner Trustee to receive such payment of Rent (and any interest due thereon on account of the delayed payment thereof) or right of reimbursement, and Section 4.28(c)] shall apply be entitled to receive such payment upon its receipt by the Indenture Trustee as aforesaid (but in each case only if the Rated Obligations Due and the Developer Owners Scheduled Obligations Due shall have been paid in full); provided that neither the Owner Participant nor the Owner Trustee shall attempt to recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.4(a) except, subject to the Intercreditor Agreement, by demanding of the Lessee payment of such amount or by prosecuting an action against the Lessee to require the payment of such amount; provided further, that with respect to any amounts advanced by and owing to the Owner Trustee and the Owner Participant, the Owner Trustee and the Owner Participant shall be expressly subordinated to the right to file a termination in the Registry. Failure of the Town holders of the Equipment Notes to conduct this Periodic Review shall not constitute a waiver by receive any and all Rated Obligations Due and Scheduled Obligations Due then due and owing on the Town of its rights Equipment Notes prior to otherwise enforce any payment from the provisions of this Agreement, nor shall Lessee to the Developer Owners or Parcel Owners Owner Trustee or the Representative have or assert any defense to such enforcement by reason of such failure to conduct a Periodic ReviewOwner Participant.

Right to Cure. After Notice has been servedIf Borrower defaults in the performance of any of its obligations under the Assigned Agreement, or upon the Breaching Owner shall have a reasonable time in occurrence or non-occurrence of any event or condition under the Assigned Agreement which would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable SRP to cure terminate or suspend its performance under the material breach Assigned Agreement (the each hereinafter an “Breaching Owner’s CureEvent of Default”), but in no event SRP shall not terminate or suspend its performance under the Breaching Owner have less than Assigned Agreement until it first gives written notice of such default to Lender and affords Lender a period of 30 days from receipt of such notice to cure such default. If possession of the Project is necessary for Lender to cure Borrower’s Event of Default and Lender commences foreclosure proceedings against Borrower within thirty (30) days of receiving notice of such Event of Default from SRP, Lender shall be allowed a reasonable additional period to complete such foreclosure proceedings, such period not to exceed ninety (90) days. In the event Lender or a Qualified Purchaser succeeds to Borrower’s interest in the Project, Lender shall cure, or cause Qualified Purchaser to cure, any and all Events of Default of the Borrower in existence under the Assigned Agreement at the time which are capable of being cured and which are not personal to the Borrower. If deliveries of electric power and energy and associated environmental attributes are interrupted during any of the aforesaid cure periods, Lender shall compensate SRP for the Breaching Owner’s Curecost of replacement power as follows. If the Breaching Owner fails amount delivered to SRP from the Project during any month (or prorated portion thereof) while Lender’s cure the material breach within the time given, then the Developer Owners shall have an additional reasonable amount of time to cure the Breaching Owner’s breach (the “Developer Owner’s Cure”), but in no event shall the Developer Owners have rights are being exercised is less than an additional thirty one twelth (301/12) days for of the Developer Owner’s Cure. Notwithstanding the foregoingTier One Minimum Contract Quantity and, if applicable, the Breaching Owner Tier Two Minimum Contract Quantity, Lender shall promptly reimburse SRP for costs incurred by SRP to purchase replacement power, including environmental attributes, transaction costs and the Developer Ownersfees and any transmission charges imposed on SRP under open access transmission or similar tariffs, as applicable, shall be afforded an additional reasonable period of time to cure the breach if cure is commenced within the time period and thereafter diligently pursued but cannot be completed within said time frame Termination or Modification by the Town. If the Breaching Owner or the Developer Owner fails to cure the material breach under [OBEY CREEK: Cross check - Section 4.13(c)], then the Town Council may elect to terminate or modify the Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice of termination or modification or finding of breach by the Town may be appealed to the Town Board of Adjustment in extent such costs exceed the manner provided by G.S. 160A-388(b1). Thereafter, applicable purchase price(s) under the Breaching Owner and the Developer Owners may pursue any other rights and remedies available at law or in equity. If after mediation the Town Council elects to unilaterally modify the Assigned Agreement, the Developer Owners may elect for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving written notice to the Town within sixty (60) days after the proposed modification. In such event, [OBEY CREEK: Cross check - Section 4.28(a), Section 4.28(b) and Section 4.28(c)] shall apply and the Developer Owners have the right to file a termination in the Registry. Failure of the Town to conduct this Periodic Review shall not constitute a waiver by the Town of its rights to otherwise enforce the provisions of this Agreement, nor shall the Developer Owners or Parcel Owners or the Representative have or assert any defense to such enforcement by reason of such failure to conduct a Periodic Review.

Right to Cure. After Notice has been servedIf any act or omission by Landlord shall give Tenant the right, immediately or after the Breaching Owner lapse of time, to cancel or terminate this lease in whole or in part or to claim such cancellation or termination on the basis of a partial or total eviction, Tenant shall not exercise any such right until (a) it shall have given written notice of such act or omission to each Senior Interest Holder whose name and address shall have been previously furnished to Tenant, and (b) a reasonable period for remedying such act or omission shall have elapsed following such notice and following the time in when such Superior Mortgagee or Superior Lessor shall have become entitled under such Superior Mortgage, Subordinated Mortgage or Superior Lease, as the case may be, to remedy the same (which to cure the material breach (the “Breaching Owner’s Cure”), but in no event reasonable period shall the Breaching Owner have be not less than thirty (30) days for the Breaching Owner’s Cure. If the Breaching Owner fails to cure the material breach within the time given, then the Developer Owners shall have an additional reasonable amount of time to cure the Breaching Owner’s breach (the “Developer Owner’s Cure”), but in no event shall the Developer Owners have less than an additional thirty (30) days for the Developer Owner’s Cure. Notwithstanding the foregoing, the Breaching Owner and the Developer Owners, as applicable, shall be afforded an additional reasonable period of time to cure the breach if cure is commenced within the time period and thereafter diligently pursued but cannot be completed within said time frame Termination or Modification by the Town. If the Breaching Owner or the Developer Owner fails to cure the material breach under [OBEY CREEK: Cross check - Section 4.13(c)], then the Town Council may elect to terminate or modify the Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice of termination or modification or finding of breach by the Town may be appealed to the Town Board of Adjustment in the manner provided by G.S. 160A-388(b1). Thereafter, the Breaching Owner and the Developer Owners may pursue any other rights and remedies available at law or in equity. If after mediation the Town Council elects to unilaterally modify the Agreement, the Developer Owners may elect for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving written notice to the Town within sixty (60) days after and, if such act or omission is of such a nature that it cannot be completely remedied within such sixty (60) day period, such reasonable period shall be such longer period as may be required provided such Senior Interest Holder shall have within such sixty (60) day period given Tenant notice of its intention to remedy such act or omission, and has commenced and thereafter continues to act upon such intention). It is agreed, however, that if such Senior Interest Holder requires possession of the proposed modification. In demised premises in order to effect a remedy, then such event, [OBEY CREEK: Cross check - Section 4.28(a), Section 4.28(b) and Section 4.28(c)] Senior Interest holder shall apply and have such further period of time as is necessary to obtain possession in addition to the Developer Owners have the right reasonable period referred to file a termination in the Registry. Failure of the Town to conduct this Periodic Review preceding sentence, provided such Senior Interest Holder shall not constitute a waiver by the Town give Tenant notice of its rights intention to otherwise enforce obtain possession and remedy such act or omission and shall promptly commence and continue to pursue, through appointment of a receiver or foreclosure, summary proceedings or other procedures, steps necessary to obtain possession. For the purposes of this Section 65.03, if there shall be more than one Senior Interest Holder, the provisions of this Agreement, nor Section 65.03 shall be applicable only to the Developer Owners or Parcel Owners holder of the Superior Mortgage or the Representative have or assert any defense to such enforcement by reason of such failure to conduct a Periodic ReviewSubordinated Mortgage which constitutes the first mortgage lien on the Building.

Right to Cure. After Notice has been served, the Breaching Owner (1) Host will not exercise any right to terminate or suspend this Agreement unless it shall have a reasonable time in which given the Facility Lessor or Lender prior written notice of its intent to cure terminate or suspend this Agreement, as required by this Agreement, specifying the material breach (condition giving rise to such right, and the “Breaching Owner’s Cure”), but in no event Facility Lessor or Lender shall not have caused to be cured the Breaching Owner have less than condition giving rise to the right of termination or suspension within thirty (30) days after such notice or (if longer) the periods provided for in this Agreement; provided that if such Provider default reasonably cannot be cured by the Breaching Owner’s Cure. If the Breaching Owner fails to cure the material breach Facility Lessor or Lender within the time given, then the Developer Owners shall have an additional reasonable amount of time to cure the Breaching Owner’s breach (the “Developer Owner’s Cure”), but in no event shall the Developer Owners have less than an additional thirty (30) days for the Developer Owner’s Cure. Notwithstanding the foregoing, the Breaching Owner such period and the Developer OwnersFacility Lessor or Lender commences and continuously and with due diligence pursues cure of such default within such period, as applicable, shall such period for cure will be afforded an additional extended for a reasonable period of time under the circumstances, such period not to exceed an additional ninety (90) days. The Parties' respective obligations will otherwise remain in effect during any cure period. (2) If the breach if cure is commenced Facility Lessor or Lender or its assignee (including any purchaser or transferee), pursuant to an exercise of remedies by the Facility Lessor or Lender, shall acquire title to or control of Provider's assets and shall, within the time period and thereafter diligently pursued but cannot be completed within said time frame Termination periods described in Section 27(e)(iv)(1) above, cure all defaults under this Agreement existing as of the date of such change in title or Modification by the Town. If the Breaching Owner or the Developer Owner fails to cure the material breach under [OBEY CREEK: Cross check - Section 4.13(c)], then the Town Council may elect to terminate or modify the Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice of termination or modification or finding of breach by the Town may be appealed to the Town Board of Adjustment control in the manner provided required by G.S. 160A-388(b1). Thereafterthis Agreement and which are capable of cure by a third person or entity, the Breaching Owner and the Developer Owners may pursue any other rights and remedies available at law or then such Person shall no longer be in equity. If after mediation the Town Council elects to unilaterally modify the Agreement, the Developer Owners may elect for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving written notice to the Town within sixty (60) days after the proposed modification. In such event, [OBEY CREEK: Cross check - Section 4.28(a), Section 4.28(b) and Section 4.28(c)] shall apply and the Developer Owners have the right to file a termination in the Registry. Failure of the Town to conduct this Periodic Review shall not constitute a waiver by the Town of its rights to otherwise enforce the provisions of default under this Agreement, nor and this Agreement shall continue in full force and effect. Neither Party may assign, sell, transfer or in any other way convey its rights, duties or obligations under this Agreement, either in whole or in part, without the Developer Owners prior written consent of the other Party which consent shall not be unreasonably withheld or Parcel Owners delayed. For purposes of this Section 27(e), transfer does not include any sale of all or substantially all of the Representative have assets of Provider or assert any defense to merger of Provider with another Person, whether or not Provider is the surviving entity from such enforcement by reason merger, or any other change in control of such failure to conduct a Periodic ReviewProvider.

Right to Cure. After Notice has been servedThe Consenting Party agrees that in the event of a default by the Partnership in the performance of any of its obligations under the Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under the Assigned Agreement which would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable the Consenting Party to terminate or suspend its obligations or exercise any other right or remedy under the Assigned Agreement or under applicable law (hereinafter a "default"), the Breaching Consenting Party will continue to perform its obligations under the Assigned Agreement and will not exercise any such right or remedy until it first gives prompt written notice of such default to the Collateral Agent and affords the Collateral Agent, the Collateral Agent's designee and the Senior Parties a period of sixty (60) days (or if such default is a non-monetary default, such longer period not to exceed ninety (90) days as is required so long as any such party has commenced and is diligently pursuing appropriate action to cure such default) from receipt of such notice to cure such default, provided that in the event that a Substitute Owner assumes the rights and obligations of the Partnership under the Assigned Agreement pursuant to a written assumption agreement (a copy of which is provided to the Consenting Party), such Substitute Owner shall have a reasonable time in which 60 days from the date of such assumption agreement to cure the material breach (the “Breaching Owner’s Cure”)such default or if such default is a non-monetary default, but in no event shall the Breaching such longer period so long as such Substitute Owner have less than thirty (30) days for the Breaching Owner’s Cure. If the Breaching Owner fails has commenced and is diligently pursuing appropriate action to cure such default; provided, however, that if any such party is prohibited from curing any such default by any process, stay or injunction issued by any governmental authority or pursuant to any bankruptcy or insolvency proceeding involving the material breach within the time givenPartnership, then the Developer Owners time periods specified in this Section 1.3 for curing a default shall have an additional reasonable amount of time to cure the Breaching Owner’s breach (the “Developer Owner’s Cure”), but in no event shall the Developer Owners have less than an additional thirty (30) days be extended for the Developer Owner’s Cureperiod of such prohibition. Notwithstanding the foregoing, nothing in this Consent shall prevent the Breaching Owner and the Developer Owners, as applicable, shall be afforded an additional reasonable period of time Consenting Party's ability to cure the breach if cure is commenced within the time period and thereafter diligently pursued but cannot be completed within said time frame Termination or Modification by the Town. If the Breaching Owner or the Developer Owner fails to cure the material breach under [OBEY CREEK: Cross check - Section 4.13(c)], then the Town Council may elect to terminate or modify the Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice of termination or modification or finding of breach by the Town may be appealed immediately suspend service pursuant to the Town Board of Adjustment in the manner provided by G.S. 160A-388(b1). Thereafterconsenting Party's effective FERC Gas Tariff for force majeure, the Breaching Owner and the Developer Owners may pursue any other rights and remedies available at law safety or in equity. If after mediation the Town Council elects to unilaterally modify the Agreement, the Developer Owners may elect for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving written notice to the Town within sixty (60) days after the proposed modification. In such event, [OBEY CREEK: Cross check - Section 4.28(a), Section 4.28(b) and Section 4.28(c)] shall apply and the Developer Owners have the right to file a termination in the Registry. Failure of the Town to conduct this Periodic Review shall not constitute a waiver by the Town of its rights to otherwise enforce the provisions of this Agreement, nor shall the Developer Owners or Parcel Owners or the Representative have or assert any defense to such enforcement by reason of such failure to conduct a Periodic Reviewoperating conditions.

Right to Cure. After Notice has been served(a) Notwithstanding anything to the contrary contained in Section 8.01, in the Breaching Owner shall have a reasonable event of any Event of Default under any covenant set forth in Section 6.06 (or any anticipated Event of Default thereunder), from the date which is ten days prior to the date on which financial statements are required to be delivered with respect to the applicable Fiscal Quarter hereunder and until the expiration of the tenth day after the date on which such financial statements are required to be delivered, Lead Borrower may issue Capital Stock (other than Disqualified Stock) to Tumi II and apply the proceeds thereof either to (i) prepay Term Loans hereunder and/or (ii) increase Consolidated Adjusted EBITDA with respect to such Fiscal Quarter and/or month, in each case as selected by Lead Borrower at the time in which to cure the material breach such proceeds are so applied (the “Breaching Owner’s CureCure Right”), but in ; provided that (A) such proceeds are actually received by Lead Borrower no event shall the Breaching Owner have less later than thirty (30) days for the Breaching Owner’s Cure. If the Breaching Owner fails to cure the material breach within the time given, then the Developer Owners shall have an additional reasonable amount of time to cure the Breaching Owner’s breach (the “Developer Owner’s Cure”), but in no event shall the Developer Owners have less than an additional thirty (30) days for the Developer Owner’s Cure. Notwithstanding the foregoing, the Breaching Owner and the Developer Owners, as applicable, shall be afforded an additional reasonable period of time to cure the breach if cure is commenced within the time period and thereafter diligently pursued but cannot be completed within said time frame Termination or Modification by the Town. If the Breaching Owner or the Developer Owner fails to cure the material breach under [OBEY CREEK: Cross check - Section 4.13(c)], then the Town Council may elect to terminate or modify the Agreement after complying with mediation requirements as stated in [OBEY CREEK: Cross check - Section 4.14]. Any notice of termination or modification or finding of breach by the Town may be appealed to the Town Board of Adjustment in the manner provided by G.S. 160A-388(b1). Thereafter, the Breaching Owner and the Developer Owners may pursue any other rights and remedies available at law or in equity. If after mediation the Town Council elects to unilaterally modify the Agreement, the Developer Owners may elect for the Agreement to be terminated rather than accede to the Agreement with the modifications made by the Town Council by giving written notice to the Town within sixty (60) ten days after the proposed modification. In date on which financial statements are required to be delivered with respect to such eventFiscal Quarter hereunder, [OBEY CREEK: Cross check - (B) such proceeds do not exceed the aggregate amount necessary to cure such Event of Default under Section 4.28(a)6.06 for the then applicable four Fiscal Quarter period or applicable month, Section 4.28(b(C) such proceeds may not be applied to fund Restricted Junior Payments or Investments, (D) notwithstanding whether some or all of such proceeds are used to increase Consolidated Adjusted EBITDA, at least 50% of such proceeds are nevertheless to be applied to prepay Term Loans hereunder in accordance with Sections 2.25 and Section 4.28(c)] shall apply 2.30, (E) the aggregate proceeds of all Cure Rights exercised during any period of four consecutive Fiscal Quarters may not exceed $7,000,000 and (F) to the Developer Owners have extent the right proceeds of a Cure Right are used to file increase Consolidated Adjusted EBITDA with respect to a termination Fiscal Quarter, such proceeds may not be used in the Registrycomputation of Consolidated Adjusted EBITDA for any Fiscal Quarter other than the Fiscal Quarter in respect of which the Cure Right first arose. Failure The parties hereby acknowledge that this Section 8.03(a) may not be relied on for any purposes other than to demonstrate compliance with Section 6.06 for purposes of determining whether a Default or an Event of Default exists and shall not result in any adjustment to any amounts other than the amount of the Town Consolidated Adjusted EBITDA or Loans referred to conduct this Periodic Review shall not constitute a waiver by in the Town of its rights to otherwise enforce the provisions of this Agreement, nor shall the Developer Owners or Parcel Owners or the Representative have or assert any defense to such enforcement by reason of such failure to conduct a Periodic Reviewimmediately preceding sentence.