Common use of Default Clause in Contracts

Default. The Company shall be in default under this Note upon the occurrence of any of the following events: 2.1 The Company fails to timely perform any of its obligations under, or otherwise breaches any covenants or warranties of this Note; 2.2 Any statement, representation, or warranty made by the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the modifications or adjustment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONOR.

Default. The Company shall be in default under this Note upon the occurrence of any Each and every of the following eventswill constitute default of this agreement and result in its automatic termination: 2.1 The Company fails a. Failure to timely pay rent when due, and the failure is not cured within five (5) days after written notice of such failure has been given to Lessee by the Board; or b. Failure to perform any other terms or conditions of its obligations underthis Lease which are the responsibility of Lessee, and if such failure is not cured within five (5) days after written notice by the Board. If the failure is caused by events beyond the Lessee's reasonable control, the Lessee shall so inform the Board and shall use due diligence to cure the default as soon as feasible and shall not be considered in default; or c. Vacating or abandoning the Premises in excess of five (5) days without previously notifying the Board in writing; except that a temporary closing for remodeling or repairs, or otherwise breaches any covenants for a holiday shall not be deemed vacation or warranties of this Note;abandonment; or 2.2 Any statement, representationd. Adjudgement as a bankrupt, or warranty made by the Company a decree or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolventorder, or unable to meet its obligations approving as they become due, or shall file or have filed against it, voluntarily or involuntarilyproperly filed, a petition or answer asking reorganization of the Lessee under Federal Bankruptcy Laws as now or hereafter amended, or under the United States laws of the State of Wisconsin, shall be entered, and any such decree, judgment or order shall not have been vacated, stayed or set aside within fifteen (15) days from the date of the entry or granting thereof; or e. Filing or admitting the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal Bankruptcy Code Laws as now or hereafter amended, or the Lessee shall institute any proceedings or shall procure give its consent to the institution of any proceedings for any relief of Lessee under any bankruptcy or suffer insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition of evidence; or f. Assignment for the benefit of creditors or application for or consent to the appointment of a receiver for any substantial portion Xxxxxx; or g. An assignment, transfer, conveyance or other disposition of its properties, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for interest in the modifications or adjustment Premises without the express written consent of the rights Board; or h. Violation of creditorsArticle 11, Environmental Pollutants. UPON ANY EVENT OF DEFAULTAdditionally, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUEafter having obtained permission from a court of competent jurisdiction, WITHOUT NOTICEthe Board may re-enter the Leased Premises, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULTremove all persons and property there from, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTIONand store such property in a public warehouse at the sole cost of the Lessee, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION)without becoming liable for any loss or damage, COURT COSTSexcept for loss of damage resulting from willful or negligent acts of the Board, APPEALSits employees or agents, POSTand such re-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORentry will not release the Lessee from liability hereunder.

Default. The Company shall be in default under this Note upon Upon the occurrence of any one or more of the following eventsevents ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: 2.1 The Company fails (i) Tenant's failure to timely pay when due any regularly scheduled payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of its obligations underthe terms, or otherwise breaches any covenants or warranties conditions contained in this Lease if not remedied within thirty (30) days after receipt of this NoteNotice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; 2.2 Any statement, representation, or warranty made by the Company (iv) if Tenant or its agents to Holder shall prove to have been false Parent becomes bankrupt or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable files any debtor proceedings, or files pursuant to meet any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its obligations assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or shall file if Tenant's interest in this Lease is attached, seized or have filed against itmade subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarilyinvoluntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a petition final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the United States Bankruptcy Code applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or shall procure or suffer the appointment of a receiver for any substantial portion of its propertiesgrace period, or shall make does not require notice to be given to trigger an assignment for benefit event of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing default thereunder for the modifications same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or adjustment lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORFacility Mortgage.

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

Default. The Company shall be in default under this Note upon the occurrence of any one or more of the following events:shall constitute an Event of Default hereunder. 2.1 The Company (A) Seller fails to timely perform pay any of its obligations under, amount owed to Buyer as and when due; (B) There shall be commenced by or otherwise breaches against Seller any covenants voluntary or warranties of this Note; 2.2 Any statement, representation, or warranty made by the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition involuntary case under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its propertiesCode, or shall make an any assignment for the benefit of creditors, or appointment of a receiver or custodian for any of its assets; (C) Seller shall initiate become insolvent in that its debts are greater than the fair value of its assets, or have initiated Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against itor attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, voluntarily agreement, warranty, or involuntarilyrepresentation set forth herein, and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any actterm of any document, processinstrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or proceedings fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any insolvency law or other statute or law providing for the modifications or adjustment guaranty executed by any guarantor of the rights Obligations of creditors. UPON ANY EVENT OF DEFAULTSeller to Buyer under this Agreement, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUEor any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEESincluding by operation of law; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS H) A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORdefault or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreement.

Default. The Company shall be in default under this Note upon the occurrence of any of the following eventsshall constitute an “Event of Default” of this Lease by Tenant: 2.1 The Company fails (a) A failure by Tenant to timely pay, when due, any installment of rent hereunder or any such other sum herein required to be paid by Tenant where such failure continues for ten (10) days after written notice thereof from Landlord; provided however said written notice shall not be required to be given by Landlord more than twice in any twelve (12) month period. (b) A failure by Tenant to observe and perform any of its obligations under, other terms or otherwise breaches any covenants or warranties conditions of this Note;Lease to be observed or performed by Tenant, where such failure continues for thirty (30) days after written notice thereof from Landlord to Tenant; provided that, if such default is of a nature that cannot be reasonably cured within such thirty (30) day period, no default shall exist so long as Tenant has commenced cure within such thirty (30) day period and diligently pursues same to completion within ninety (90) days. 2.2 Any statement(c) The making by Tenant of any assignment for the benefit of creditors, representationan adjudication that Tenant is bankrupt, or warranty made by the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet pay its obligations as they become duedebts; the filing by or against Tenant of a petition in bankruptcy or of a petition for reorganization or arrangement under any law relating to bankruptcy (unless, or shall file or have in the case of a petition filed against itTenant, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer same is dismissed within sixty (60) days after the filing thereof); the appointment of a trustee or receiver for any substantial portion to take possession of its propertiessubstantially all of Tenant’s assets located in the Leased Space or of Tenant’s interest in this Lease (unless possession is restored to Tenant within thirty (30) days after such appointment); or the attachment, execution or levy against, or shall make an assignment for benefit other judicial seizure of, substantially all of creditors, Tenant’s assets located in the Leased Space or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for of Tenant’s interest in this Lease (unless the modifications or adjustment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS same is discharged within thirty (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION30) days after issuance thereof), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONOR.

Default. The Company shall be (a) Purchaser may, by written notice of default to the Seller, terminate this order or any part thereof if the Seller fails (i) to deliver the articles in default under this Note upon accordance with the occurrence specified delivery schedule, or (ii) to replace or correct defective articles in accordance with the provisions of paragraph (c) of the clause hereof entitled “Inspection” or (iii) to perform any of the following events: 2.1 The Company other provisions of this order or so fails to timely perform make progress as to endanger performance of this order in accordance with its terms and, in either of the circumstances specified in (iii), does not correct such failure within the period of ten (10) days after receipt of notice from Purchaser specifying such failure. (b) Upon such termination, Purchaser may procure similar articles on such terms and in such manner as Purchaser may deem appropriate, and Seller shall be liable to Purchaser for any excess costs occasioned Purchaser thereby; provided, however, that Seller shall not be liable for such excess costs where the default is due to any cause beyond the control and without the fault or negligence of Seller, if Seller has notified Purchaser in writing of the existence of such cause within 10 days from the beginning thereof. (c) If this order is terminated for default, Purchaser may require Seller to transfer title to Purchaser or Purchaser’s customer, as directed by Xxxxxxxxx any: (i) completed articles, and (ii) partially completed articles that Seller has specifically produced or acquired for the terminated portion of this order. Upon direction of Purchaser, the Seller shall also protect and preserve property in its obligations underpossession in which Purchaser or Purchaser’s customer has an interest. (d) If, after termination, it is determined that the Seller was not in default, or otherwise breaches any covenants or warranties that the default was excusable, as defined in the clause hereof entitled “Excusable Delays,” the rights and obligations of this Note;the parties shall be the same as if the termination had been issued in accordance with the provisions of the clause hereof entitled “Termination for Convenience.” 2.2 Any statement, representation, or warranty made (e) If the failure to perform is caused by the Company default of a subcontractor at any tier, and if the cause of the default is beyond the control of both the Seller and Seller’s subcontractor, and without the fault or its agents negligence of either, the Seller shall not be liable for any excess costs for failure to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolventperform, or unable unless the subcontracted articles were obtainable from other sources in sufficient time for the Seller to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the modifications or adjustment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORrequired delivery schedule.

Default. The Company Lessor's Right to Repossess, Operate, or Relet. If the rental reserved by this Lease or any other charges to be paid hereunder by Lessee, or any part thereof, are not paid when due and shall remain unpaid for a period of fifteen (15) days after notice thereof in writing, or if the Lessee shall fail to promptly perform any other covenant, condition, or provision by it to be performed hereunder and such failure shall continue for a period of five (5) days after notice in writing specifying the nature of such failure, or if Lessee abandons the demised premises, or if Lessee breaches any obligation under this Lease by it to be performed which cannot be cured, then, and in any such event, Lessee shall be deemed to be in default under this Note upon the occurrence of any and Lessor, without further notice may at its option re-enter and take possession of the following events: 2.1 The Company fails to timely perform any of its obligations underdemised premises, including all improvements thereon and fixtures and equipment located at, in, or otherwise breaches any covenants about the same, and take, operate, or warranties relet the same in whole or in part for the account of Lessee at such rental and on such agreement and conditions and to such tenant or tenants as Lessor in good faith may deem proper for a term not exceeding the unexpired period of the full term of this Note; 2.2 Any statementLease. Lessor shall receive all proceeds and rent accruing from such operation or reletting of the demised premises or fixtures and equipment and shall apply the same first to the payment of all costs and expenses incurred by Lessor in obtaining possession and in the operation or reletting of the demised premises or fixtures and equipment, representationincluding reasonable attorney fees, commissions, and collection fees, and any alterations or warranty made by repairs reasonably necessary to enable Lessor to operate or relet the Company premises or its agents fixtures and equipment and to Holder shall prove to have been false the payment of all such amounts as may be due or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition payable under the United States Bankruptcy Code or shall procure or suffer provisions of this Lease, and the appointment of a receiver for any substantial portion of its propertiesbalance remaining, or shall make an assignment for benefit of creditorsif any, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for at the modifications or adjustment expiration of the rights full term of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORthis Lease or on the sooner termination thereof by written notice of termination given by Lessor to Lessee shall be paid over to Lessee.

Default. A. The Company Concessionaire shall be in default under this Note upon the occurrence of any of the following eventsif it: 2.1 The Company fails 1. Shall fail to timely pay any installment of rent within ten (10) days after it becomes payable and if such default shall continue for five (5) days after receiving written notice from the Department demanding payment; 2. Shall fail to maintain in full force and effect any insurance or bond required by the terms of this Lease or Ohio law; 3. Shall fail to maintain adequate standards in providing service required by this Lease, or in any manner shall fail to provide adequate service to the public; 4. Shall fail to observe and perform any of its obligations underother provision, covenant or otherwise breaches any covenants or warranties condition of this NoteLease by the end of fifteen (15) days after written notice from the Department specifying such failure; 2.2 Any statement, representation, 5. Shall abandon or warranty made by vacate the Company Properties or its agents to Holder shall prove to have been false or materially misleading when made; and/or,any part thereof during the term of this Lease; 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, 6. Shall voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall involuntarily be subject to bankruptcy proceedings; 7. Xxxxx make an assignment for the benefit of creditors or shall enter into a composition agreement with its creditors, or shall initiate or have initiated against itif the interest of the Concessionaire in the Properties is attached, voluntarily or involuntarily, any act, processlevied upon, or proceedings under seized by legal process; 8. Xxxxx assign this Lease in violation of the terms hereof; 9. Shall under-report revenue on monthly income statements, or any insolvency law other financial reports, or other statute shall misrepresent the source of revenue in such reports furnished to the Department; 10. Shall fail to remain authorized to do business of the type and nature required in this Lease in the State of Ohio; and/or 11. Its principal(s) or law providing officers(s), if the Concessionaire is a corporation, or its partners(s) if the Concessionaire is a partnership, are convicted of any theft offense; B. If the Concessionaire is determined to be in default of the Lease by the Director, and in any of such cases, immediately or at any time thereafter, at the option of the Director, the Department shall have the right to immediately reenter and take possession of the Properties, and, as the Director elects, either: 1. Declare this Lease to be terminated, in which event this Lease, all rights of the Concessionaire, and all duties of the Department shall immediately cease and terminate and the Department may possess and enjoy the Properties as though this Lease had never been made, without prejudice, however, to any and all rights of action against the Concessionaire the Department may have for rent, damages, or breach of covenant, in respect to which the Concessionaire shall remain and continue to be liable notwithstanding such termination; or 2. Relet the Properties, or any part thereof, for such term or terms and on such conditions as the Department determines for and on behalf of the Concessionaire, for the modifications or adjustment highest rental reasonably obtainable in the judgement of the rights Director, which reletting shall not be considered as a surrender or acceptance back of creditors. UPON ANY EVENT OF DEFAULTthe Properties or a termination of this Lease, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUEand recover from the Concessionaire any deficiency between the amount of rent, WITHOUT NOTICEadditional rent and all other charges payable under this Lease, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULTplus any expenses incurred by the Department in connection with repairs, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTIONor alterations the Director deems necessary or appropriate to make in connection with such reletting, INCLUDING ATTORNEY'S FEESall costs incurred in actually reletting the Properties and sums expended for reasonable attorney's fees; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORbut the Director shall be under no duty to relet the Properties.

Default. The Company shall be in default under this Note upon the occurrence of any one or more of the following eventsevents (herein called "Events of Default") shall constitute a default hereunder and under the Note: 2.1 8.1 The Company fails to timely perform Borrower defaults in the payment of any principal or interest payable under this Agreement, the Note or any of its obligations under, or otherwise breaches any covenants or warranties of this Notethe other Loan Documents and such default continues for more than five (5) days after the due date thereof; 2.2 8.2 The Borrower defaults in the payment or performance of any other covenant or obligation of the Borrower hereunder or under the Note or any other Loan Documents for more than ten (10) days after the Lender has given notice of such default to the Borrower; 8.3 Any statement, representation, representation or warranty made herein by the Company or its agents to Holder Borrower shall prove to have been false or materially misleading when made; and/or,in any material respect; 2.3 8.4 The Company shall become insolvent, making of an assignment by Borrower for the benefit of its creditors or unable the admission by Borrower in writing of its inability to meet pay its obligations debts as they become due, or shall file the insolvency of Borrower, or have the filing by Borrower of a voluntary petition in bankruptcy, or the adjudication of Borrower as a bankrupt, or the filing by Borrower of any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future statute, law or regulation, or the filing of any answer by Borrower admitting, or the failure by Borrower to deny, the material allegations of a petition filed against itit for any such relief, voluntarily or involuntarilythe seeking or consenting by Borrower to, a petition under the United States Bankruptcy Code or shall procure or suffer acquiescence by Borrower in, the appointment of a any trustee, receiver for or liquidator of Borrower or of all or any substantial portion part of its propertiesthe properties of Borrower, or shall make an assignment for benefit the inability of creditorsBorrower to pay its debts when due, or shall initiate the commission by Borrower of any act of bankruptcy as defined in the Federal Bankruptcy Act, as amended; 8.5 The failure by Borrower, within sixty (60) days after the commencement of any proceeding against Borrower seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings similar relief under any insolvency present or future statute, law or other statute regulation, to obtain the dismissal of such proceeding or, within sixty (60) days after the appointment, without the written consent or law providing for the modifications acquiescence of Lender, of any trustee, receiver or adjustment liquidator of Borrower or of all or any substantial part of the rights properties of creditors. UPON ANY EVENT OF DEFAULTBorrower, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUEto vacate such appointment; or 8.6 The default by Borrower under any other notes or other agreement for borrowed money, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORlease or other agreement between Borrower and Lender.

Default. The Company shall be in default under this Note upon the occurrence of any Each and every of the following eventswill constitute default of this agreement and result in its automatic termination: 2.1 The Company fails a. Failure to timely pay rent when due, and the failure is not cured within five (5) days after written notice of such failure has been given to Lessee by the Board; or b. Failure to perform any other terms or conditions of its obligations underthis Lease which are the responsibility of Lessee, and if such failure is not cured within five (5) days after written notice by the Board. If the failure is caused by events beyond the Lessee’s reasonable control, the Lessee shall so inform the Board and shall use due diligence to cure the default as soon as feasible and shall not be considered in default; or c. Vacating or abandoning the Premises in excess of five (5) days without previously notifying the Board in writing; except that a temporary closing for remodeling or repairs, or otherwise breaches any covenants for a holiday shall not be deemed vacation or warranties of this Note;abandonment; or 2.2 Any statement, representationd. Adjudgement as a bankrupt, or warranty made by the Company a decree or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolventorder, or unable to meet its obligations approving as they become due, or shall file or have filed against it, voluntarily or involuntarilyproperly filed, a petition or answer asking reorganization of the Lessee under Federal Bankruptcy Laws as now or hereafter amended, or under the United States laws of the State of Wisconsin, shall be entered, and any such decree, judgment or order shall not have been vacated, stayed or set aside within fifteen (15) days from the date of the entry or granting thereof; or e. Filing or admitting the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal Bankruptcy Code Laws as now or hereafter amended, or the Lessee shall institute any proceedings or shall procure give its consent to the institution of any proceedings for any relief of Lessee under any bankruptcy or suffer insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition of evidence; or f. Assignment for the benefit of creditors or application for or consent to the appointment of a receiver for any substantial portion Xxxxxx; or g. An assignment, transfer, conveyance or other disposition of its properties, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for interest in the modifications or adjustment Premises without the express written consent of the rights Board; or h. Violation of creditorsArticle 11, Environmental Pollutants. UPON ANY EVENT OF DEFAULTAdditionally, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUEafter having obtained permission from a court of competent jurisdiction, WITHOUT NOTICEthe Board may re-enter the Leased Premises, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULTremove all persons and property there from, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTIONand store such property in a public warehouse at the sole cost of the Lessee, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION)without becoming liable for any loss or damage, COURT COSTSexcept for loss of damage resulting from willful or negligent acts of the Board, APPEALSits employees or agents, POSTand such re-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORentry will not release the Lessee from liability hereunder.

Default. The Company occurrence of any one or more of the following matters constituted a default ("Default") by Tenant under this Lease: (a) Failure by Tenant to pay any Rent or any other amounts due and payable by Tenant under this Lease and such failure continues for five (5) days after the giving of written notice of such failure by Landlord to Tenant provided Landlord shall not be obligated to give more than two (2) notices in any calendar year, and Tenant shall for all subsequent failures to pay be in default under this Note upon immediately without the occurrence requirement of Landlord to give notice of such failure to Tenant; (b) Failure by Tenant to observe or perform any of the following events:covenants in this Lease in respect to assignment and subletting; 2.1 The Company fails (c) Abandonment of the Premises as prohibited in Article 18; (d) Failure by Tenant to timely cure forthwith, after notice thereof from Landlord or another tenant acquiring knowledge thereof, any hazardous condition that Tenant has created in violation of law or of this Lease; (e) Failure by Tenant to observe or perform any other covenant, agreement, condition or provision of its obligations underthis Lease, if such failure shall continue for twenty (20) days after written notice thereof to Tenant by Landlord; (f) The levy upon execution of the attachment by legal process of the leasehold interest of Tenant, or otherwise breaches the filing or creation of a lien in respect of such leasehold interest; (g) Tenant or any covenants or warranties guarantor of this Note; 2.2 Any statement, representation, Lease becomes insolvent or warranty made by the Company bankrupt or admits in writing its agents inability to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet pay its obligations debts as they become duemature, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall make makes an assignment for the benefit of creditors, or shall initiate applies for or have initiated consents to the appointment of a trustee or receiver for itself or for all or a part of its property; (h) Proceedings for the appointment of a trustee, custodian or receiver of Tenant or any guarantor of this Lease or for all or a part of Tenant's or such guarantor's property are filed against it, voluntarily Tenant or involuntarily, any act, processsuch guarantor and are not dismissed within thirty (30) days; (i) Proceedings in bankruptcy, or other proceedings for relief under any insolvency law for the relief of debtors, are instituted by or against Tenant or any guarantor of this Lease, and, if instituted against Tenant or such guarantor, are allowed against either or are consented to by either or are not dismissed within sixty (60) days thereof; (j) Tenant shall repeatedly default in the timely payment of Rent or any other charges required to be paid, or shall repeatedly default in keeping, observing or performing any other covenant, agreement, condition or provision of this Lease, whether or not Tenant shall timely cure any such payment or other statute default. For the Purposes of this subsection, the occurrence of similar defaults three (3) times during any twelve (12) month period shall constitute a repeated default. Any notice periods provided for under this Article 21.01 shall run concurrently with any statutory notice periods, and any notice given hereunder may be given simultaneously with or law providing for the modifications or adjustment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORincorporated into any such statutory notice.

Default. A. The Company Concessionaire shall be in default under this Note upon the occurrence of any of the following eventsif it: 2.1 The Company fails 1. Shall fail to timely pay any installment of rent within ten (10) days after it becomes payable and if such default shall continue for five (5) days after receiving written notice from the Department demanding payment; 2. Shall fail to maintain in full force and effect any insurance or bond required by the terms of this Lease or Ohio law; 3. Shall fail to maintain adequate standards in providing service required by this Lease, or in any manner shall fail to provide adequate service to the public; 4. Shall fail to observe and perform any of its obligations underother provision, covenant or otherwise breaches any covenants or warranties condition of this NoteLease by the end of fifteen (15) days after written notice from the Department specifying such failure; 2.2 Any statement, representation, 5. Shall abandon or warranty made by vacate the Company Properties or its agents to Holder shall prove to have been false or materially misleading when made; and/or,any part thereof during the term of this Lease; 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, 6. Shall voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall involuntarily be subject to bankruptcy proceedings; 7. Xxxxx make an assignment for the benefit of creditors or shall enter into a composition agreement with its creditors, or shall initiate or have initiated against itif the interest of the Concessionaire in the Properties is attached, voluntarily or involuntarily, any act, processlevied upon, or proceedings under seized by legal process; 8. Xxxxx assign this Lease in violation of the terms hereof; 9. Shall under-report revenue on monthly income statements, or any insolvency law other financial reports, or other statute shall misrepresent the source of revenue in such reports furnished to the Department; 10. Shall fail to remain authorized to do business of the type and nature required in this Lease in the State of Ohio; and/or 11. Its principal(s) or law providing officers(s), if the Concessionaire is a corporation, or its partners(s) if the Concessionaire is a partnership, are convicted of any theft offense; then, and in any of such cases, immediately or at any time thereafter, at the option of the Director, the Department shall have the right to immediately reenter and take possession of the Properties, and, as the Director elects, either: i. Declare this Lease to be terminated, in which event this Lease, all rights of the Concessionaire, and all duties of the Department shall immediately cease and terminate and the Department may possess and enjoy the Properties as though this Lease had never been made, without prejudice, however, to any and all rights of action against the Concessionaire the Department may have for rent, damages, or breach of covenant, in respect to which the Concessionaire shall remain and continue to be liable notwithstanding such termination; or ii. Relet the Properties, or any part thereof, for such term or terms and on such conditions as the Department determines for and on behalf of the Concessionaire, for the modifications or adjustment highest rental reasonably obtainable in the judgement of the rights Director, which reletting shall not be considered as a surrender or acceptance back of creditors. UPON ANY EVENT OF DEFAULTthe Properties or a termination of this Lease, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUEand recover from the Concessionaire any deficiency between the amount of rent, WITHOUT NOTICEadditional rent and all other charges payable under this Lease, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULTplus any expenses incurred by the Department in connection with repairs, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTIONor alterations the Director deems necessary or appropriate to make in connection with such reletting, INCLUDING ATTORNEY'S FEESall costs incurred in actually reletting the Properties and sums expended for reasonable attorney's fees; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORbut the Director shall be under no duty to relet the Properties.

Default. A. The Company Concessionaire shall be in default under this Note upon the occurrence of any of the following eventsif it: 2.1 The Company fails 1. Shall fail to timely pay any installment of rent within ten (10) days after it becomes payable and if such default shall continue for five (5) days after receiving written notice from the Department demanding payment; 2. Shall fail to maintain in full force and effect any insurance or bond required by the terms of this Lease or Ohio law; 3. Shall fail to maintain adequate standards in providing service required by this Lease, or in any manner shall fail to provide adequate service to the public; 4. Shall fail to observe and perform any of its obligations underother provision, covenant or otherwise breaches any covenants or warranties condition of this NoteLease by the end of fifteen (15) days after written notice from the Department specifying such failure; 2.2 Any statement, representation, 5. Shall abandon or warranty made by vacate the Company Properties or its agents to Holder shall prove to have been false or materially misleading when made; and/or,any part thereof during the term of this Lease; 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, 6. Shall voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall involuntarily be subject to bankruptcy proceedings; 7. Xxxxx make an assignment for the benefit of creditors or shall enter into a composition agreement with its creditors, or shall initiate or have initiated against itif the interest of the Concessionaire in the Properties is attached, voluntarily or involuntarily, any act, processlevied upon, or proceedings under seized by legal process; 8. Xxxxx assign this Lease in violation of the terms hereof; 9. Shall under-report revenue on monthly income statements, or any insolvency law other financial reports, or other statute shall misrepresent the source of revenue in such reports furnished to the Department; 10. Shall fail to remain authorized to do business of the type and nature required in this Lease in the State of Ohio; and/or 11. Its principal(s) or law providing officers(s), if the Concessionaire is a corporation, or its partners(s) if the Concessionaire is a partnership, are convicted of any theft offense; then, and in any of such cases, immediately or at any time thereafter, at the option of the Director, the Department shall have the right to immediately reenter and take possession of the Properties, and, as the Director elects, either: a. Declare this Lease to be terminated, in which event this Lease, all rights of the Concessionaire, and all duties of the Department shall immediately cease and terminate and the Department may possess and enjoy the Properties as though this Lease had never been made, without prejudice, however, to any and all rights of action against the Concessionaire the Department may have for rent, damages, or breach of covenant, in respect to which the Concessionaire shall remain and continue to be liable notwithstanding such termination; or b. Relet the Properties, or any part thereof, for such term or terms and on such conditions as the Department determines for and on behalf of the Concessionaire, for the modifications or adjustment highest rental reasonably obtainable in the judgement of the rights Director, which reletting shall not be considered as a surrender or acceptance back of creditors. UPON ANY EVENT OF DEFAULTthe Properties or a termination of this Lease, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUEand recover from the Concessionaire any deficiency between the amount of rent, WITHOUT NOTICEadditional rent and all other charges payable under this Lease, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULTplus any expenses incurred by the Department in connection with repairs, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTIONor alterations the Director deems necessary or appropriate to make in connection with such reletting, INCLUDING ATTORNEY'S FEESall costs incurred in actually reletting the Properties and sums expended for reasonable attorney's fees; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORbut the Director shall be under no duty to relet the Properties.

Default. The Company (a) Participant has specifically induced FINRA to enter into this Agreement based on the representations and undertakings of Participant contained herein. Strict compliance with the provisions of this Agreement is and shall be a condition precedent to Participant’s right hereunder to continue to access, receive or use the Service. Participant expressly acknowledges and agrees that FINRA shall have the rights set forth in default under this Note upon the occurrence of any Section 10 if FINRA shall determine, in its sole discretion, that one or more of the following eventsevents or conditions occurs or is continuing: 2.1 The Company (i) Participant fails to timely perform pay any amounts due FINRA under this Agreement within thirty (30) days after the applicable due date for such amounts specified in this Agreement; (ii) Any representation, warranty or certification, which is material to FINRA for regulatory, commercial or other reasons, made by Participant in this Agreement or in any other document furnished by Participant in connection herewith was false or misleading, as of the time made or furnished; (iii) Participant defaults in the performance of any of its obligations underor covenants under this Agreement, or any representation, warranty or certification described in clause (ii) above becomes false or misleading, and such default, falsity or misstatement (if curable) continues without remedy for a period of fifteen (15) days after FINRA provides Notice to Participant thereof, provided, however, that if such default, falsity or misstatement cannot be remedied by Participant in good faith and with due diligence within fifteen (15) days and the failure to so remedy within fifteen (15) days does not cause FINRA to be in violation of applicable law or regulations or to otherwise breaches any covenants materially injure FINRA, then an event or warranties condition of default under this Noteclause will not be considered to exist or have occurred for so long as Participant commences such actions as are necessary to remedy such default, falsity or misstatement within such fifteen (15) day period and thereafter diligently pursues such actions to remedy such default, falsity or misstatement; 2.2 Any statement(iv) Participant proceeds with a proposed action in default of its obligations or covenants under this Agreement, or in breach of any representation, warranty or warranty certification, that is material to FINRA for regulatory, commercial or other reasons, made by the Company or its agents Participant in connection herewith, after FINRA has provided Notice to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, Participant that such proposed action would constitute a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the modifications or adjustment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONOR.default hereunder;

Default. The Company shall be a. In the event that the UAO breaches any provision of this Agreement, then in default under addition to any other remedies which are otherwise provided for in this Note upon Agreement, the occurrence of any FDOT may exercise one or more of the following eventsoptions, provided that at no time shall the FDOT be entitled to receive double recovery of damages: 2.1 (1) Terminate this Agreement if the breach is material and has not been cured within sixty (60) days from written notice thereof from FDOT. (2) Pursue a claim for damages suffered by the FDOT. (3) If the Utility Work is reimbursable under this Agreement, withhold reimbursement payments until the breach is cured. The Company fails right to timely perform withhold shall be limited to actual claim payments made by FDOT to third parties. (4) If the Utility Work is reimbursable under this Agreement, offset any damages suffered by the FDOT or the public against payments due under this Agreement for the same Project. The right to offset shall be limited to actual claim payments made by FDOT to third parties. (5) Suspend the issuance of further permits to the UAO for the placement of Facilities on FDOT property if the breach is material and has not been cured within sixty (60) days from written notice thereof from FDOT. (6) Pursue any other remedies legally available. (7) Perform any work with its obligations underown forces or through contractors and seek repayment for the cost thereof under Section 337.403(3), or otherwise Florida Statutes. b. In the event that the FDOT breaches any covenants or warranties provision of this Note; 2.2 Any statementAgreement, representationthen in addition to any other remedies which are otherwise provided for in the Agreement, the UAO may exercise one or warranty made by the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the modifications or adjustment more of the rights following options: (1) Terminate this Agreement if the breach is material and has not been cured within sixty (60) days from written notice thereof from the UAO. (2) If the breach is a failure to pay an invoice for Utility Work which is reimbursable under this Agreement, pursue any statutory remedies that the UAO may have for failure to pay invoices. (3) Pursue any other remedies legally available. c. Termination of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORthis Agreement shall not relieve either party from any obligations it has pursuant to other agreements between the parties nor from any statutory obligations that either party may have with regard to the subject matter hereof.

Default. The Company 18.1 With respect to all payments required to be made by FRONTIER hereunder, including, without limitation, payment of the IRU Fee and all other amounts payable by FRONTIER hereunder, in the event FRONTIER shall fail to make a payment by the date due and payable hereunder, from and after such date, (i) such unpaid amount shall bear interest until paid at a rate equal to the rate set forth in Article XXX and (ii) if such payment is due with respect to a Segment on or prior to the Acceptance Date of such Segment, the Estimated Delivery Date for such Segment shall be extended by a number of days equal to the number of days that elapse from the date such payment is due until paid. In the event any amount or amounts due and payable hereunder remain unpaid for a period of eighty (80) days after written notice from QWEST to FRONTIER, and the amount thereof is not in bona fide dispute, then QWEST may, in its sole and absolute discretion and in addition to its other rights and remedies hereunder, after ten (10) days prior written notice to FRONTIER and the failure of FRONTIER to pay such amount within such ten-day period, terminate any and all of its obligations hereunder with respect to any Segment or Segments as to which the Acceptance Date has not yet occurred or the grant of the IRU with respect to which has not yet become effective, and to apply any and all amounts previously paid by FRONTIER hereunder with respect to such Segment or Segments toward the payment of any other amounts then or thereafter payable by FRONTIER hereunder. With respect to all of its other obligations hereunder, in the event FRONTIER shall fail to perform a non-payment obligation and such failure shall continue for a period of thirty (30) days after QWEST shall have given FRONTIER written notice of such failure, FRONTIER shall be in default under this Note hereunder unless FRONTIER shall have cured such failure or such failure is otherwise waived in writing by QWEST within such thirty (30) days; provided, however, that where ----------------- such failure cannot reasonably be cured within such 30-day period, if FRONTIER shall proceed promptly to cure the same and prosecute such cure with due diligence, the time for curing such failure shall be extended for such period of time as may be necessary to complete such cure; and provided further that if ---------------- FRONTIER certifies in good faith to QWEST in writing that a non-payment failure has been cured, such failure shall be deemed to be cured unless QWEST otherwise notifies FRONTIER in writing within fifteen (15) days of receipt of such notice from FRONTIER. FRONTIER shall be in default hereunder (i) automatically upon the occurrence making by FRONTIER or Frontier Corporation of a general assignment for the benefit of its creditors, the filing by FRONTIER or Frontier Corporation of a voluntary petition in bankruptcy or the filing by FRONTIER or Frontier Corporation of any petition or answer seeking, consenting to, or acquiescing in reorganization, arrangement, adjustment, composition, liquidation, dissolution, or similar relief; (ii) one hundred twenty (120) days after the filing of an involuntary petition in bankruptcy or other insolvency protection against FRONTIER or Frontier Corporation which is not dismissed within such one hundred twenty (120) days, or (iii) upon any default by Frontier Corporation under the Guaranty, which default is not cured within the relevant cure period, if any, provided with respect thereto under the Guaranty. Except as otherwise provided in this Section 18.1, upon any default by FRONTIER, after written notice thereof from QWEST, QWEST may (i) take such action as it determines, in its sole discretion, to be necessary to correct the default and, subject to Section 13.1, recover from FRONTIER its reasonable costs incurred in correcting such default, and (ii) pursue any legal remedies it may have under applicable law or principles of equity relating to such default, including specific performance. Notwithstanding any other provision of this Agreement, QWEST acknowledges and agrees that QWEST shall have no right to terminate the IRU or any of the rights and interests of FRONTIER hereunder with respect to any Segment for which the IRU Fee relating thereto has been fully paid. (a) With respect to its obligation to complete the construction, installation, and satisfactory Fiber Acceptance Testing of the FRONTIER Fibers comprising a particular Segment by the Estimated Delivery Date with respect to such Segment pursuant to Section 3.2, the parties acknowledge and agree that it is in their mutual best interest to work together in a cooperative effort to determine whether and to what extent any event or occurrence that is reasonably likely to cause a delay in the delivery of a Segment hereunder, as a result of any force majeure event or other occurrence described in Article XX or otherwise, can be terminated, resolved or avoided, and to cause the construction, installation and delivery of the Segment to be completed in the most expeditious and practical manner feasible under the circumstances. Accordingly, within three (3) months following events: 2.1 its discovery of an event or occurrence that QWEST reasonably believes is likely to cause (i) an extension of the Estimated Delivery Date of one hundred twenty (120) days or more pursuant to Article XX or (ii) a Delivery Default (as defined pursuant to Section 18.2(d) below), QWEST shall give written notice to FRONTIER of such event or occurrence. Thereupon, each of QWEST and FRONTIER (i) will designate a senior executive officer with decision-making authority and familiarity with this Agreement and the relevant issue hereunder, and (ii) may designate one technical representative and one financial representative, to participate in the following resolution efforts. Each of such designees shall participate in such meetings, promptly scheduled at mutually agreed upon times and places, as may be necessary or appropriate to discuss in good faith the status of construction of the affected Segment, the reason or reasons for the anticipated Estimated Delivery Date extension or Delivery Default, various possible and practical means by which the event(s) or occurrence(s) causing such anticipated Estimated Delivery Date extension or Delivery Default might be terminated, avoided or resolved, including, without limitation, possible modifications to the route, selection of right-of-way, or manner of construction of the affected Segment, and (iii) use their best efforts to settle upon and implement a procedure by which such event(s) or occurrence(s) may be terminated, avoided or resolved and the construction, installation and delivery of the affected Segment completed in an expeditious and economically practical and feasible manner under the circumstances. The Company fails parties acknowledge and agree that, because the QWEST System includes or will include other participants, including owners and holders of Dark Fiber IRUs and telecommunication system operations, such meetings may, and likely will, involve designees and representatives of such other participants, and the resolution of any matters so acted upon will require the cooperative efforts of, and have to timely perform be structured, to the extent feasible, in an effort to meet the needs of all such participants. The parties hereto further acknowledge and agree that no failure of the parties hereto to resolve, or to agree upon a manner in which they might resolve, any issue addressed hereunder shall impair, adversely affect or invalidate any of its obligations undertheir respective rights, claims or otherwise breaches any covenants remedies under this Agreement. (b) If, notwithstanding the efforts of the parties pursuant to Section 18.2(a): (i) (A) a force majeure event or warranties of this Note; 2.2 Any statementoccurrence described in Article XX causing an anticipated Estimated Delivery Date extension has not been terminated, representation, avoided or warranty made resolved by the Company date that is twelve (12) months following QWEST's discovery of such event or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolventoccurrence, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the modifications or adjustment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONOR.and

Default. The Company (a) Participant has specifically induced FINRA to enter into this Agreement based on the representations and undertakings of Participant contained herein. Strict compliance with the provisions of this Agreement is and shall be a condition precedent to Participant’s right hereunder to continue to access, receive or use the Service. Participant expressly acknowledges and agrees that FINRA shall have the rights set forth in default under this Note upon the occurrence of any Section 10 if FINRA shall determine, in its sole discretion, that one or more of the following eventsevents or conditions occurs or is continuing: 2.1 The Company (i) Participant fails to timely perform pay any amounts due FINRA under this Agreement within thirty (30) days after the applicable due date for such amounts specified in this Agreement; (ii) Any representation, warranty or certification, which is material to FINRA for regulatory, commercial or other reasons, made by Participant in this Agreement or in any other document furnished by Participant in connection herewith was false or misleading, as of the time made or furnished; (iii) Participant defaults in the performance of any of its obligations underor covenants under this Agreement, or any representation, warranty or certification described in clause (ii) above becomes false or misleading, and such default, falsity or misstatement (if curable) continues without remedy for a period of fifteen (15) days after FINRA provides notice to Participant thereof, provided, however, that if such default, falsity or misstatement cannot be remedied by Participant in good faith and with due diligence within fifteen (15) days and the failure to so remedy within fifteen (15) days does not cause FINRA to be in violation of applicable law or regulations or to otherwise breaches any covenants materially injure FINRA, then an event or warranties condition of default under this Noteclause will not be considered to exist or have occurred for so long as Participant commences such actions as are necessary to remedy such default, falsity or misstatement within such fifteen (15) day period and thereafter diligently pursues such actions to remedy such default, falsity or misstatement; 2.2 Any statement(iv) Participant proceeds with a proposed action in default of its obligations or covenants under this Agreement, or in breach of any representation, warranty or warranty certification, that is material to FINRA for regulatory, commercial or other reasons, made by the Company or its agents Participant in connection herewith, after FINRA has provided notice to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, Participant that such proposed action would constitute a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the modifications or adjustment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONOR.default hereunder;

Default. The Company shall be in default under this Note upon the occurrence (a) If Licensee fails to pay when due any amounts (including, without limitation, any installment of any Annual License Fee or Deposit) to be paid by Licensee pursuant to the Agreement or otherwise breaches or defaults in the performance or observation of the following events: 2.1 The Company fails to timely perform any of its obligations underunder the Agreement or any other agreement between Club and Licensee, or otherwise breaches becomes subject to any covenants Insolvency Event, Club may, at its option, (i) terminate Licensee’s rights under the Agreement (x) immediately upon written notice to Licensee, if the failure or warranties default is not capable of this Note; 2.2 Any statement, representationbeing cured, or warranty made by (y) 5 days after giving notice to Licensee, if such failure or default is capable of being cured and Licensee fails to cure such failure or default within such 5-day period; and/or (ii) withhold distribution of tickets and passes to Licensee for events (or, if tickets and passes for events have already been distributed to Licensee, deny Licensee and Licensee’s guests access to the Company Suite, the Stadium and parking lots) and sell those tickets and passes to other persons or entities (without refund or obligation to Licensee) until such breach or default is cured, at which time Licensee’s right to purchase or receive such tickets and passes shall be restored to the extent such tickets and passes have not otherwise been sold. “Insolvency Event” means any of the following: (1) Licensee commences a voluntary case concerning itself under any bankruptcy, insolvency or liquidation code or otherwise admits its agents inability to Holder shall prove to have been false or materially misleading pay its debts as and when made; and/or, 2.3 The Company shall become insolventdue, (2) an involuntary case is commenced against Licensee and the petition is not controverted within 10 business days, or unable to meet its obligations as they become dueis not dismissed within 60 days, after commencement of the case, (3) a custodian is appointed for, or shall file takes charge of, all or have filed against itsubstantially all of the property of Licensee, voluntarily (4) Licensee is adjudicated insolvent or involuntarilybankrupt, or (5) Licensee makes a petition under general assignment for the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion benefit of its properties, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the modifications or adjustment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONOR.

Default. The Company It is expressly understood and agreed that if the rents above, or any part thereof, shall be in arrears, or if default under this Note upon the occurrence of shall be made in any of the following events: 2.1 The Company covenants of agreements herein contained to be kept by Tenant, Landlord may, at Landlord’s election, give Tenant ten (10) days written notice of Landlord’s intent to terminate said Lease; provided however, that during said ten (10) day period, Tenant may correct defaults as set forth in said notice and avoid forfeiture thereof. Upon termination of this Lease pursuant to the preceding paragraph, Tenant shall peacefully surrender the premises to Landlord, and Landlord may upon such termination or at any time after such termination, without further notice, rent the Premises. If Tenant fails to timely perform any of its obligations underpeacefully surrender the Premises, the Landlord may repossess it by force, summary proceedings, ejectment, or otherwise breaches and may dispossess Tenant and remove Tenant and all other persons and property from the Premises. At any covenants time after such termination, Landlord may relet the Premises or warranties any part thereof in the name of Landlord or otherwise for such term (which may be greater or lesser than the period which would otherwise have constituted the balance of the term of this NoteLease) and on such conditions (which may include concessions or free rent) as Landlord, in Landlord’s discretion may determine and may collect and receive the rents therefor. Landlord shall in no way be responsible for or liable for any failure to relet the Premises or any part thereof or for any failure to collect any rent due upon such reletting. No such termination of this Lease shall relieve Tenant of Tenant’s liability and obligations under this Lease, and such liability and obligations shall survive any such termination. In the event of any such termination, whether or not the Premises or any part thereof shall have been relet, Tenant shall pay to Landlord the rent required to be paid up by Tenant up to the time of such termination, and thereafter, Tenant, until the end of what would have been the term of this Lease in the absence of such termination shall be liable to Landlord for, and shall pay to Landlord as and for liquidated and agreed damages for Tenant’s default; 2.2 Any statement, representation, or warranty made by the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 (A) The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the modifications or adjustment equivalent of the rights amount of creditors. UPON ANY EVENT OF DEFAULTrent which would be payable under this Lease by Tenant if this Lease were still in full force and effect, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUELess (B) The net proceeds of any reletting effected pursuant to the provisions of the preceding subparagraph, WITHOUT NOTICEafter deducting all of Landlord’s reasonable expenses in connection with such reletting, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULTincluding, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTIONbut not limited to, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION)all repossession costs, COURT COSTSbrokerage commissions, APPEALSlegal expenses, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONSattorneys’ fees, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORalteration costs and expenses of preparation for such reletting.

Default. The Company shall be (a) Notwithstanding anything to the contrary contained in default under this Note upon Agreement, the occurrence of any of the following events:events shall constitute a default under, and a breach of, this Agreement (a “Default”): 2.1 The Company fails (i) any failure to timely perform make a Quarterly Payment, a 4Q Payment, a Cash True-Up Payment or Accrued Amount when due and payable (except any such amount subject to a Financial Covenant Deferral or a Default Deferral); (ii) any material breach of this Agreement that is not curable or, if curable, is not cured within thirty (30) days of written notice thereof; (iii) the failure by Transportation Systems or any of its obligations underRestricted Subsidiaries to make any payment when due (after giving effect to any applicable grace period) under any Material Indebtedness; or (iv) any default in the performance of any agreement or condition contained in the Principal Credit Agreement, or otherwise breaches any covenants other event or warranties condition, the effect of this Note; 2.2 Any statement, representationwhich default or other event or condition is to cause, or warranty made by to permit the Company creditors under the Principal Credit Agreement to cause, the indebtedness under the Principal Credit Agreement to become due prior to its stated maturity or to be required to be repurchased, prepaid, redeemed or deferred prior to its agents to Holder stated maturity; provided, that, (A) in the case of clause (iv) above, any such Default shall prove be deemed to have occurred only if (x) sixty (60) calendar days have passed since the first date on which a Default would otherwise have been false deemed to occur thereunder (such date, the “Default Date”) and (y) thirty (30) calendar days have passed since Payee provides written notice (a “Payment Default Notice”) of such default to the Senior Agent (and each Financial Representative for any other Senior Indebtedness having commitments or materially misleading when made; and/or, 2.3 The Company shall become insolventan outstanding principal amount of at least $25,000,000, as converted into Euros in accordance with Section 2.6(d)), which such Payment Default Notice may be delivered on or unable to meet its obligations as they become dueafter the Default Date, or shall file or have filed against itand during such sixty (60) calendar day and thirty (30) calendar day periods, voluntarily or involuntarily, a petition the relevant creditors under the United States Bankruptcy Code or Principal Credit Agreement have not waived such default and (B) in the case of clauses (i), (ii) and (iii) above, any such Default shall procure or suffer be deemed to have occurred only if thirty (30) days have passed since Payee provides a Payment Default Notice to the appointment of a receiver Senior Agent (and each Financial Representative for any substantial portion other Senior Indebtedness having commitments or outstanding principal amount of its propertiesat least $25,000,000, as converted into Euros in accordance with Section 2.6(d)) and during such thirty (30) calendar day period, Payee has not waived such default. (b) Promptly, and in any event within five (5) Business Days, upon obtaining knowledge of any Default, Payor shall deliver notice of such Default to Payee in accordance with Section 4.9, specifying the nature of such Default and what actions Payor has taken, is taking or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the modifications or adjustment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORproposes to take with respect thereto.

Default. The Company happening of any of the following shall constitute default by the Debtor hereunder: (a) if the Debtor shall default in making any payment due to the Secured Party with respect to the Indebtedness; (b) if the Debtor shall be in default under or be in breach of any provision of this Note upon Agreement or of any other agreement between the occurrence Debtor and the Secured Party including any promissory note; (c) if the Debtor shall fail to pay any charges, rents, taxes, or rates on leasehold property, or other charges of a like nature, or if the Debtor fails to observe and perform any of the following events:covenants, payments or conditions in any lease, license, concession, agreement, mortgage, agreement for sale, charge or encumbrance; 2.1 The Company fails to timely perform any (d) if the Debtor makes default in the payment of its obligations underthe principal or interest forming part of the Indebtedness; (e) if an order shall be made or an effective resolution passed for the winding up of the Debtor, or otherwise breaches any covenants or warranties if a petition is filed for the winding-up of this Notethe Debtor; 2.2 Any statement, representation, or warranty made by (f) if the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or Debtor shall make an assignment for the benefit of creditorscreditors or be declared bankrupt, or shall initiate if a custodian or have initiated against it, receiver or receiver and manager or other officer with similar powers be appointed with respect to the Debtor or any of the Debtor's property or if the Debtor voluntarily or involuntarily, any act, processfiles a petition in bankruptcy, or commits any act of bankruptcy or proposes to take the benefit of any provision of the Companies Creditors Arrangement Act as now or hereafter in force or makes any arrangement with its creditors pursuant to the terms of the Business Corporations Act of Alberta or the Canada Business Corporations Act as now or hereafter in force; (g) if the Debtor ceases or demonstrates an intention to cease carrying on business; (h) if the Debtor passes or purports to pass any resolution or takes or purports to take any corporate proceedings under to enable it to take proceedings for its dissolution, liquidation or amalgamation; (i) if the Debtor shall lose its charter by expiration, forfeiture or otherwise or if a receiver or a receiver-manager for all or any insolvency law part of the Debtor's assets or any other party with like powers shall be appointed; (j) except for sales of Inventory in the ordinary course of business, if any assets of the Debtor are either directly or indirectly (including, without limitation, by way of transfer or sale of shares) sold, transferred, removed, alienated or disposed of in any manner whatsoever by the Debtor without the written consent of the Secured Party, not to be unreasonably withheld, or if the Secured Party, in its sole discretion, deems the Debtor's assets or any part thereof are in danger of being sold, transferred, assigned, conveyed, removed, alienated or disposed of; (k) if the Secured Party, acting commercially reasonably, deems itself insecure or decides that the Collateral is or is likely to be in jeopardy or the Secured Party has commercially reasonable grounds to believe that the prospect of payment or performance of the obligations of the Debtor is or is likely to be impaired; (l) if the Security Interest granted to the Secured Party hereunder shall cease to be in full force and effect or the validity thereof or of any of the obligations of the Debtor hereunder shall be disaffirmed by or on behalf of the Debtor; (m) Any of the representations and warranties in this agreement were incorrect in any material respect when made or deemed to have been made; (n) Any encumbrancer takes possession or purports to or attempts to take possession of the Collateral or any part thereof without the prior written consent of the Secured Party had and received; (o) Any execution or other statute process of any court becomes enforceable against the Debtor or law providing for any distress or analogous process is levied upon the modifications Collateral or adjustment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORany part thereof.

Default. The Company occurrence of any one or more of the following at the option of Lender constitutes an event of default ("Event of Default") hereunder: (a) Borrower defaults in the payment of principal or interest on the Note when and as the same shall be become due and payable whether by acceleration thereof or otherwise; (b) Borrower defaults in default under this Note upon the occurrence performance or observance of any of the covenants and agreements contained in the Note (other than those relating to payment) and same shall remain unremedied for a period of five (5) business days after Borrower shall receive written notice of such default from Lender, unless such cure cannot reasonably be completed within said period, then if a remedy is not commenced within said time period and diligently and continuously prosecuted to completion within sixty (60) days following events:the default; 2.1 The Company fails (c) Borrower defaults in the performance or observance of any of the covenants and agreements contained in any other contracts or agreements between Borrower and Lender; (d) Borrower makes an assignment for the benefit of creditors or admits in writing its inability to timely perform pay its debts generally as they become due; or Borrower files any petition for relief under the federal Bankruptcy Code; or any order, judgment or decree is entered adjudicating Borrower bankrupt or insolvent; (e) Borrower petitions or applies to any tribunal for the appointment of a trustee, receiver or liquidator of Borrower, or of any substantial part of the assets of or any proceedings for the voluntary liquidation and dissolution of Borrower under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect; (f) any such petition or application is filed, or any such proceedings are commenced, against Borrower and Borrower by any act indicates its approval thereof, consent thereto or acquiescence therein, or any order, judgment or decree is entered appointing any such trustee, receiver or liquidator, or approving the petition in any such proceedings and such order, judgment or decree remains unstayed and in effect for more than thirty (30) days; (g) any order, judgment or decree is entered in any proceeding against Borrower decreeing the dissolution of Borrower and such order, judgment or decree remains unstayed and in effect for more than thirty (30) days; or (h) Borrower defaults in the performance of any of its obligations under, or otherwise breaches any covenants or warranties of this Note; 2.2 Any statement, representation, or warranty made by the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the modifications or adjustment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORherein.

Default. The Company shall be in Any of the following occurrences or acts will constitute an event of default (herein “Default”) under this Note upon Mortgage: (a) failure of Mortgagor to make any payment of principal and/or interest within 10 days after the occurrence date when due under the Note; (b) failure by Mortgagor to pay any other monetary amounts due under this Mortgage or any other loan document within 30 days after the date on which such payment is due and payable; (c) failure of Mortgagor to fully comply with, observe or perform any of the following events: 2.1 The Company fails to timely perform any of its obligations under, or otherwise breaches any covenants or warranties provisions of the Note, this Mortgage or any other loan document or any other Transaction Document (as defined in the Note; 2.2 Any statement, representation, ) and such failure shall continue unremedied for 15 days after written notice thereof to Mortgagor specifying the default; (d) the incorrectness or breach of any representation or warranty made by Mortgagor in the Company Note, this Mortgage or its agents any other loan document as of the date of this Mortgage and/or while any of the indebtedness is unpaid; (e) the filing by Mortgagor of a petition in bankruptcy or for relief under any law relating to Holder shall prove to have been false the relief of debtors, readjustment of indebtedness, reorganization, arrangement or materially misleading when made; and/or, 2.3 The Company shall become insolventextension, or unable to meet its obligations as they become duethe institution of any proceeding under any such law by Mortgagor, or the filing or institution of any such petition or proceeding by or against Mortgagor which is not dismissed within 45 days thereafter; (f) Mortgagor shall file make, enter into or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall make consent to an assignment for the benefit of creditors; (g) if any governmental authority, or any court at the instance thereof, shall initiate or have initiated against it, voluntarily or involuntarily, take possession of any act, processsubstantial part of the property of, or proceedings assume control over, the affairs or operations of, or a receiver or trustee shall be appointed over all or any substantial part of, or a writ or order of attachment or garnishment shall be issued or made against any of the property of Mortgagor and any such action is not dismissed or discharged within 30 days of its commencement; (h) Mortgagor admits in writing the inability to pay its debts when due; (i) if it shall be illegal for Mortgagor to pay any tax referred to in Section 1 hereof or Section 7 hereof or if the payment of such tax by Mortgagor would result in the violation of applicable usury laws; (j) failure by Mortgagor to comply with Sections 6 or 14 of this Mortgage; (k) final judgment for the payment of money shall be rendered against Mortgagor and the same shall remain undischarged for a period of 30 days during which execution shall not be effectively stayed; (l) if there should occur any change in the use of the Mortgaged Property without Mortgagee’s prior written consent; (m) if there should occur a default which is not cured within the applicable grace period, if any, under any insolvency law other mortgage, deed of trust or lien of all or part of the Mortgaged Property regardless of whether any such other mortgage, deed of trust or lien is prior or subordinate to this Mortgage; it being further agreed by Mortgagor that an Event of Default hereunder shall constitute an Event of Default under any such other mortgage or deed of trust held by Mortgagee; or (n) there shall occur any event which constitutes an “event of default” under any instrument, agreement or evidence of indebtedness relating to any obligation of Mortgagor in respect of indebtedness for borrowed money the effect of which is to permit the holder or holders of such instrument, agreement or evidence of indebtedness, or a trustee, agent or other statute representative on behalf of such holder or law providing holders, to cause the indebtedness for the modifications or adjustment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORborrowed money evidenced thereby to become due and payable prior to its stated maturity.

Default. The Company shall be in default under this Note upon the occurrence of any Each and every of the following eventswill constitute default of this agreement and result in its automatic termination: 2.1 The Company fails a. Failure to timely pay rent when due, and the failure is not cured within five (5) days after written notice of such failure has been given to Lessee by the Board; or b. Failure to perform any other terms or conditions of its obligations underthis Lease which are the responsibility of Lessee, and if such failure is not cured within five (5) days after written notice by the Board. If the failure is caused by events beyond the Lessee’s reasonable control, the Lessee shall so inform the Board and shall use due diligence to cure the default as soon as feasible and shall not be considered in default; or c. Vacating or abandoning the Premises in excess of five (5) days without previously notifying the Board in writing; except that a temporary closing for remodeling or repairs, or otherwise breaches any covenants for a holiday shall not be deemed vacation or warranties of this Note;abandonment; or 2.2 Any statement, representationd. Adjudgement as a bankrupt, or warranty made by the Company a decree or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolventorder, or unable to meet its obligations approving as they become due, or shall file or have filed against it, voluntarily or involuntarilyproperly filed, a petition or answer asking reorganization of the Lessee under Federal Bankruptcy Laws as now or hereafter amended, or under the United States laws of the State of Wisconsin, shall be entered, and any such decree, judgment or order shall not have been vacated, stayed or set aside within fifteen (15) days from the date of the entry or granting thereof; or e. Filing or admitting the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal Bankruptcy Code Laws as now or hereafter amended, or the Lessee shall institute any proceedings or shall procure give its consent to the institution of any proceedings for any relief of Lessee under any bankruptcy or suffer insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition of evidence; or f. Assignment for the benefit of creditors or application for or consent to the appointment of a receiver for any substantial portion Lessee; or g. An assignment, transfer, conveyance or other disposition of its properties, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for interest in the modifications or adjustment Premises without the express written consent of the rights Board; or h. Violation of creditorsArticle 11, Environmental Pollutants. UPON ANY EVENT OF DEFAULTAdditionally, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUEafter having obtained permission from a court of competent jurisdiction, WITHOUT NOTICEthe Board may re-enter the Leased Premises, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULTremove all persons and property there from, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTIONand store such property in a public warehouse at the sole cost of the Lessee, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION)without becoming liable for any loss or damage, COURT COSTSexcept for loss of damage resulting from willful or negligent acts of the Board, APPEALSits employees or agents, POSTand such re-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORentry will not release the Lessee from liability hereunder.

Default. 17.1 The Company Tenant covenants with the Landlord that if the Tenant violates or neglects any covenant, agreement or stipulation herein contained on its part to be kept, performed or observed and any such default on the part of the Tenant continues for 15 days after written notice thereof to the Tenant by the Landlord (provided that if such default cannot reasonably be remedied within 15 days, then the Tenant shall not be in default under if the Tenant commences to remedy the default within such 15-day period and proceeds with all reasonable diligence), or if any payments of Rent or any part thereof, whether the same are demanded or not, are not paid within five days after written demand by the Landlord, then and in any such case the Landlord in addition to any other remedy now or hereafter provided by law may at its option cancel and annul this Note upon Lease forthwith and re-enter and may remove all persons and property and may use such force and assistance in making such removal as the occurrence Landlord may deem advisable to recover at once full and exclusive possession of the Premises and such re-entry will not operate as a waiver or satisfaction in whole or in part of any right, claim or demand arising out of or connected with any breach or violations by the Tenant of any covenant or agreement on its part to be performed. 17.2 If the Term or any renewal thereof or any of the following events: 2.1 The Company fails goods or chattels of the Tenant are at any time seized or taken in execution or attachment by any creditor of the Tenant or if the Landlord makes any assignment for the benefit of creditors or becomes bankrupt or insolvent or takes the benefit of any bankruptcy or insolvency legislation, the then current month’s Rent together with the Rent accruing for the next three months will immediately become due and payable, and the Term or any renewal thereof will at the option of the Landlord become forfeit and void, and it is lawful for the Landlord at any time thereafter to timely perform re-enter into or upon the Premises or any part thereof in the name of the whole and the same to have again, repossess and enjoy as of its obligations underformer estate, notwithstanding anything herein contained to the contrary and neither this Lease nor any interests therein nor any estate hereby created will pass or enure to the benefit of any trustee in bankruptcy or any receiver or assignee for the benefit of creditors or otherwise breaches any covenants or warranties by operation of this Note; 2.2 Any statement, representation, or warranty made by the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the modifications or adjustment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORlaw.

Default. The Company shall be in default under this Note upon the occurrence of If any one of the following eventsevents ("Events of Default") shall occur: 2.1 The Company fails to timely perform any of its obligations under, or otherwise breaches any covenants or warranties of this Note; 2.2 (a) Any statement, representation, representation or warranty made by the Company Borrower herein or its agents to Holder in any other Loan Document, or in any certificate or report furnished by the Borrower hereunder or thereunder, shall prove to have been false or materially misleading incorrect in any material respect when made; and/or,; 2.3 The Company (b) Payment of any principal or interest due under any Note shall become insolventnot be made on or before the date due; (c) A final judgment or settlement for in excess of $2,000,000 shall be rendered against or agreed to by the Borrower or any of its Subsidiaries for the payment of money that, after deducting the amount of any insurance proceeds paid or payable to or on behalf of the Borrower or its Subsidiary in connection with such judgment or settlement, as the case may be, is in excess of $2,000,000, and such judgment shall remain undischarged for a period of thirty (30) days, during which period execution shall not effectively be stayed, or unable such settlement shall remain unpaid for a period of thirty days after the agreed payment date unless such delay has been agreed to meet by the other party. If a dispute exists with respect to the liability of any insurance underwriter under any insurance policy of the Borrower or its obligations Subsidiary, no deduction under this subsection shall be made for the insurance proceeds that are the subject of such dispute; (d) The Borrower or any Subsidiary shall (1) voluntarily terminate operations or apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of such Person or of all or a substantial part of the assets of such Person, (2) admit in writing its inability, or be generally unable, to pay its debts as they the debts become due, (3) make a general assignment for the benefit of its creditors, (4) commence a voluntary case under the Federal Bankruptcy Code (as now or shall hereafter in effect), (5) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or have composition or adjustment of debts, (6) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it, voluntarily or involuntarily, a petition it in an involuntary case under the United States Federal Bankruptcy Code or applicable state bankruptcy laws or (7) take any corporate action for the purpose of effecting any of the foregoing; (e) Without its application, approval or consent, a proceeding shall procure be commenced, in any court of competent jurisdiction, seeking in respect of the Borrower or suffer any Subsidiary: the liquidation, reorganization, dissolution, winding-up, or composition or readjustment of debt, the appointment of a receiver for trustee, receiver, liquidator or the like of such Person or of all or any substantial portion part of its propertiesthe assets of such Person, or shall make an assignment for benefit other like relief in respect of creditorssuch Person under any law relating to bankruptcy, insolvency, reorganization, winding-up, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the modifications composition or adjustment of debts; and, if the rights proceeding is being contested in good faith by such Person, the same shall continue undismissed, or unstayed and in effect for any period of creditors. UPON ANY EVENT OF DEFAULT45 (f) Any foreclosure or other proceedings shall be commenced to enforce, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUEexecute or realize upon any lien, WITHOUT NOTICEencumbrance, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULTattachment, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTIONtrustee process, INCLUDING ATTORNEY'S FEESmortgage or security interest for payment of an amount in excess of $250,000 against the Borrower or any Subsidiary; (g) Default shall be made in the due observance or performance of any covenant or agreement under Article VII; (h) Default shall be made in the due observance or performance of any covenant or agreement contained herein (and not constituting an Event of Default under any other clause in this Article VIII) or in any other Loan Document or in any other agreement between any Lender and the Borrower evidencing or securing borrowed monies and such default shall continue and shall not have been remedied within thirty days after the date on which such default occurred; (i) There shall occur any default under any instrument or agreement evidencing any indebtedness for money borrowed in excess of $100,000 by the Borrower or any of its Subsidiaries; (j) The transfer by John X. Xxxxxxxx xxx/or his Affiliates of securities of the Borrower or the voting power related to such securities as a result of which the power to elect, appoint or cause the election or appointment of at least a majority of the members of the board of directors of the Borrower shall no longer be held by John X. Xxxxxxxx xxx/or his Affiliates; (k) There shall occur any material adverse change in the financial condition of the Borrower; (l) There shall occur any Event of Default under either of the Existing Loan Agreements; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS then, and in any such event and at any time thereafter, if such Event of Default or any other Event of Default shall have not been waived, any or all of the following actions may be taken: (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION)i) the Agent (A) with the consent of the Required Lenders, COURT COSTSmay, APPEALSand at the direction of the Required Lenders shall, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONSdeclare any obligation of the Lenders to make further Advances terminated, PRESENTMENTwhereupon the obligation of each Lender to make further Advances hereunder shall terminate immediately, DEMAND FOR PAYMENTand (B) the Agent shall at the direction of the Required Lenders, PROTEST AND NOTICE OF DISHONOR.at their option, declare by notice to the Borrower any or all of the Obligations to be immediately due and payable, and the same, including all interest accrued thereon and all other obligations of the Borrower to the Agent and the Lenders, shall forthwith become immediately due and

Default. The Company shall be in default under this Note upon the occurrence of any one or more of the following events:shall constitute an Event of Default hereunder. 2.1 The Company (A) Seller fails to timely perform pay any of its obligations under, or otherwise breaches any covenants or warranties of this Noteamount owed to Buyer as and when due; 2.2 Any statement, representation, (B) There shall be commenced by or warranty made by the Company against Seller any voluntary or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition involuntary case under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its propertiesCode, or shall make an any assignment for the benefit of creditors, or appointment of a receiver or custodian for any of its assets; (C) Seller shall initiate become insolvent in that its debts are greater than the fair value of its assets, or have initiated Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against itor attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, voluntarily agreement, warranty, or involuntarilyrepresentation set forth herein, and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any actterm of any document, processinstrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or proceedings fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any insolvency law or other statute or law providing for the modifications or adjustment guaranty executed by any guarantor of the rights Obligations of creditors. UPON ANY EVENT OF DEFAULTSeller to Buyer under this Agreement, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUEor any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEESincluding by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS or (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORI) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreement.

Default. The Company Debtor shall be in default under this Note Agreement upon the occurrence happening of any of the following eventsevents or conditions: 2.1 The Company fails to timely perform (a) Debtor defaults in the payment of principal or interest on the Promissory Note when and as the same shall become due and payable whether by acceleration thereof or otherwise; (b) Debtor defaults in the performance or observance of any of its obligations underthe covenants and agreements contained in the Promissory Note (other than those relating to payment) and same shall remain unremedied for a period ending on the first to occur of five (5) business days after Debtor shall receive written notice of such default from Secured Party, or otherwise breaches any covenants or warranties of this Noteunless such cure cannot reasonably be completed within said period, then if a remedy is not commenced within said time period and diligently and continuously prosecuted to completion within thirty (60) days following the default; 2.2 Any statement, representation, (c) Debtor makes an assignment for the benefit of creditors or warranty made by the Company or admits in writing its agents inability to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet pay its obligations debts generally as they become due, ; or shall file or have filed against it, voluntarily or involuntarily, a Debtor files any petition for relief under the United States federal Bankruptcy Code Code; or shall procure any order, judgment or suffer decree is entered adjudicating Debtor bankrupt or insolvent; (d) Debtor petitions or applies to any tribunal for the appointment of a trustee, receiver for or liquidator of Debtor, or of any substantial portion part of its propertiesthe assets of or any proceedings for the voluntary liquidation and dissolution of Debtor under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect; (e) any such petition or application is filed, or shall make an assignment for benefit of creditorsany such proceedings are commenced, against Debtor and Debtor by any act indicates its approval thereof, consent thereto or acquiescence therein, or shall initiate any order, judgment or have initiated against itdecree is entered appointing any such trustee, voluntarily receiver or involuntarily, any act, processliquidator, or approving the petition in any such proceedings under and such order, judgment or decree remains unstayed and in effect for more than thirty (30) days; or (f) any insolvency law order, judgment or other statute decree is entered in any proceeding against Debtor decreeing the dissolution of Debtor and such order, judgment or law providing decree remains unstayed and in effect for the modifications or adjustment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS more than thirty (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONOR30) days.

Default. The Company A party shall be deemed to be in default under of this Note Agreement only upon the occurrence expiration of thirty (30) days (ten (10) days in the event of failure to pay money) from receipt of written notice from the other party specifying the particulars in which such party has failed to perform the obligations of this Agreement unless such party, prior to the expiration of said thirty (30) days (ten (10) days in the event of failure to pay money), has rectified the particulars specified in said notice of default. However, such party shall not be deemed to be in default if such failure (except a failure to pay money) cannot be rectified within said thirty (30) day period and such party is using good faith and its best efforts to rectify the particulars specified in the notice of default. Except where otherwise specifically stated herein to the contrary, in the event of a default by Licensor in the performance of any of the following events: 2.1 The Company fails terms, covenants, conditions and agreements contained herein as to timely perform any Store or Stores, Licensee may terminate this Agreement as to any such Store or Stores, or as to all Stores, upon ten (10) days prior written notice to Licensor without prejudice to any other rights or remedies provided by law. In the event of any such termination, the Deposit (or balance thereof) shall be returned by Licensor to Licensee within ten (10) days after the date of such termination without deduction for any amounts due and payable by Licensee to Licensor hereunder. Except where otherwise specifically stated herein to the contrary, in the event of a default by Licensee in the performance of any of its obligations underthe terms, covenants, conditions and agreements contained herein as to any Store or Stores, Licensor may terminate this Agreement as to any such Store or Stores, or otherwise breaches any covenants as to all Stores, upon ten (10) days prior written notice to Licensee, re-enter the Licensed Premises, either with or warranties without process or law, expel and remove from the Licensed Premises all of this Note; 2.2 Any statementLicensee's personal property (including, representationwithout limitation, or warranty made by the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the modifications or adjustment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTIONMachines), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORand repossess and enjoy the Licensed Premises without prejudice to any other rights or remedies provided by law.

Default. AND In the event that: BANKRUPTCY (fill in) (a) The Company LESSEE shall default in the payment of any installment of rent or other sum herein specified and such default shall continue for ten (10) days after written notice thereof; or (b) The LESSEE shall default in the observance or performance of any other of the LESSEE'S covenants, agreements, or obligations hereunder and such default shall not be corrected within thirty (30) days after written notice thereof; or (c) The LESSEE shall be declared bankrupt or insolvent according to law, or, if any assignment shall be made of LESSEE'S property for the benefit of creditors, then the LESSOR shall have the right thereafter, while such default continues, to re-enter and take complete possession of the leased premises, to declare the term of this lease ended, and remove the LESSEE'S effects, without prejudice to any remedies which might be otherwise used for arrears of rent or other default. The LESSEE shall indemnify the LESSOR against all loss of rent and other payments which the LESSOR may incur by reason of such termination during the residue of the term. If the LESSEE shall default, after reasonable notice thereof, in default the observance or performance of any conditions or covenants on LESSEE'S part to be observed or performed under this Note upon the occurrence or by virtue of any of the following events: 2.1 The Company fails to timely perform provisions in any of its obligations under, or otherwise breaches any covenants or warranties article of this Note; 2.2 Any statementlease, representationthe LESSOR, without being under any obligation to do so and without thereby waiving such default, may remedy such default for the account and at the expense of the LESSEE. If the LESSOR makes any expenditures or warranty made incurs any obligations for the payment of money in connection therewith, including but not limited to, reasonable attorney's fees in instituting, prosecuting or defending any action or proceeding, such sums paid or obligations insured, with interest at the rate of six (6) percent per annum and costs, shall be paid to the LESSOR by the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations LESSEE as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the modifications or adjustment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORadditional rent.

Default. The Company following shall be in default constitute an "Event of Default" under the terms of this Lease: If the Tenant shall fail to timely pay, when due, any rent or other sums due under this Note upon Lease, and any such rent or other sums shall remain unpaid for five (5) days after the occurrence of same becomes due; If the Tenant shall fail to observe or perform any of the following events: 2.1 covenants, terms or conditions of this Lease; The Company fails existence of any collusion, fraud, dishonesty or bad faith by or with the acquiescence of the Tenant, which in any way relates to timely perform or affects this Lease or the Premises; If at any time any material representation, statement, report or certificate made now or hereafter by the Tenant is not true and correct, or if at any time any statement or representation made by the Tenant is not true and correct, and such representation, statement, report or certificate is not corrected within ten (10) days after written notice thereof; If all or a substantial part of the assets of the Tenant are attached, seized, subjected to a writ or distress warrant, or are levied upon, unless such attachment, seizure, writ, warrant or levy is vacated within thirty (30) days; If the Tenant is enjoined, restrained or in any way prevented by court order from performing any of its obligations underhereunder or conducting all or a substantial part of its business affairs; or if a proceeding seeking such relief is not dismissed within thirty (30) days of being filed or commenced; If a notice of lien, levy or assessment is filed of record with respect to all or any part of the property of the Tenant by the United States, or otherwise breaches any covenants other governmental authority, unless contestable and actually and diligently contested in accordance herewith; If the Tenant shall file a voluntary petition for bankruptcy or warranties for arrangement, reorganization or other relief under any chapter of this Note; 2.2 Any statementthe Federal Bankruptcy Code or any similar law, representationstate or federal, now or hereafter in effect; If the Tenant shall file an answer or other pleading or any proceeding admitting insolvency, bankruptcy, or warranty made by inability to pay its debts as they mature; If, within thirty (30) days after the Company filing against it of any involuntary proceedings under the Federal Bankruptcy Code or its agents to Holder similar law, state or federal, now or hereafter in effect, the Tenant shall prove fail to have been false such proceeding vacated; If the Tenant shall fail to vacate, within thirty (30) days following the entry thereof, any order appointing a receiver, trustee or materially misleading when madeliquidator for it or all or a major part of its property, either on or off the Premises; and/or, 2.3 The Company If the Tenant shall become insolvent, be adjudicated as bankrupt; If the Tenant shall make an assignment for the benefit of creditors or unable shall admit in writing its inability to meet pay its obligations debts generally as they become due, due or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer consent to the appointment of a receiver for any substantial or trustee or liquidator of all or the major part of its property, or the Premises; If the Tenant shall die, or shall be judicially declared to be incompetent if a natural person, or if such Tenant is a firm, partnership, or corporation, be dissolved, terminated or merged, except as the same shall constitute an Assignment pursuant to Section 13 hereof to which the Landlord gives consent; If the Tenant shall sell, convey, transfer or assign all or a major portion of its propertiesinventory, fixtures or other personal property, either on or off the Premises, without replacing same with comparable equivalents within thirty (30) days; If the Tenant shall sell, convey, transfer or assign any of the Tenant's rights, title, or shall make an assignment for benefit interest in the Premises or this Lease, unless with the consent of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for Landlord in accordance with Section 13 hereof; If the modifications or adjustment Tenant abandons the Premises before the end of the rights Term; If the Tenant shall, at any time during the Term of creditors. UPON ANY EVENT OF DEFAULTthis Lease, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORfail to carry in full force and effect any of the insurance coverage required by Paragraph 20 of this Lease.

Default. The Company shall be in default under this Note upon the occurrence of any of the following events:events shall constitute a default by Lessee hereunder (“Event of Default”): 2.1 The Company fails (a) Lessee shall fail to timely pay when due any Rent and such failure continues unremedied for a period of ten (10) days; (b) Except for defaults covered by Paragraph (a) above, Lessee shall fail to perform or observe any of its obligations undercovenant, condition or agreement to be performed or observed by it hereunder and such failure continues unremedied for fifteen (15) days after written notice thereof to Lessee by Lessor; (c) Lessee shall have made any representation or warranty herein, or otherwise breaches in any covenants document or warranties of this Note; 2.2 Any statementcertificate executed by Lessee incident herein, representation, or warranty made by the Company or its agents to Holder shall prove which is found to have been false in any material respect at the time such representation or materially misleading when warranty was made; and/or,; 2.3 The Company (d) Lessee shall become insolventcease doing business as a going concern, or unable makes an assignment for the benefit of creditor, admits in writing its inability to meet pay its obligations debts as they become due, files a voluntary petition in bankruptcy, is adjudicated a bankrupt or shall file an insolvent, files a petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or have similar arrangement under any present or future statute, law or regulation or files an answer admitting the material allegations of a petition filed against itit in any such proceeding, voluntarily consents to or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer acquiesces in the appointment of a trustee, receiver, or liquidator of it or of all or any substantial part of its assets or properties, or if it or its shareholders shall take any action toward its dissolution or liquidation; (e) Within sixty (60) days after the commencement of any proceedings against Lessee seeking reorganization, arrangement, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceedings shall not have been dismissed or set aside, or if within sixty (60) days after the appointment without Lessee’s consent or acquiescence of any trustee, receiver for or liquidator of it or of all or any substantial part of its assets and properties, such appointment shall not be vacated; (f) Lessee shall attempt to remove, sell, transfer, encumber, part with possession or sublet the Equipment or any Unit, except as expressly permitted hereunder; or (g) Lessee ceases doing business as a going concern or merges with, or a substantial portion of its propertiesLessee's assets are acquired by any other entity whose financial condition is less than that of Lessee, as determined by Lessor, or shall make an assignment for benefit of creditorswhich entity, or shall initiate or have initiated against itif acceptable to Lessor, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the modifications or adjustment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORfails to fully assume Lessee’s obligations in a form acceptable to Lessor.

Default. The Company shall be Should MSGSA determine that Participant is in default under this Note upon the occurrence violation of any of the terms of this Agreement, or that a violation is threatened, MSGSA shall give written notice to Participant of such violation and demand corrective action sufficient to cure the violation and, where the violation involves injury to the Property resulting from any use or activity inconsistent with the purpose of this Agreement, to restore the portion of the Property so injured. If Participant fails to cure the violation within thirty (30) days after receipt of notice thereof from MSGSA, or under circumstances where the violation cannot reasonably be cured within a thirty (30) day period, fail to begin curing such violation within the thirty (30) day period, or fail to continue to diligently cure such violation until finally cured, MSGSA may take any one or more of the following eventsactions, at the discretion of MSGSA: 2.1 The Company fails 7.1.1 Bring an action at law or in equity of court of competent jurisdiction to timely perform enforce the terms of this Agreement, to enjoin the violation by temporary or permanent injunction, to recover any damages to which it may be entitled for violation of its obligations underthe terms of this Agreement; 7.1.2 Withhold the Annual Incentive Payments, or otherwise breaches a portion thereof, for any covenants Year in which the default has occurred; and/or 7.1.3 Terminate this Agreement. In the event that this Agreement is terminated with Year(s) remaining on the Term, a penalty equal to twenty-five percent (25%) of the remaining Incentive Payments for remaining Years on the Term (“Termination Penalty”) shall be assessed by MSGSA on Participant. MSGSA’s rights under this Section apply equally in the event of either actual or warranties threatened violations of the terms of this Note; 2.2 Any statementAgreement, representation, or warranty made by the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver and Participant agrees that MSGSA’s remedies at law for any substantial portion violation of its propertiesthe terms of this Agreement are inadequate and that MSGSA shall be entitled to the injunctive relief described in this Section, both prohibitive and mandatory, in addition to such other relief to which MSGSA may be entitled, including specific performance of the terms of this Agreement, without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies. MSGSA’s remedies described in this Section shall make an assignment for benefit of creditors, be cumulative and shall be in addition to all remedies now or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency hereafter existing at law or other statute or law providing for the modifications or adjustment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORin equity.

Default. The Company This Senior Note and all amounts due hereunder shall be become immediately due and payable in default under this Note cash at the election of the Senior Subordinated Majority upon the occurrence at any time of any of the following events:events of default (individually, an “Event of Default” and collectively, “Events of Default”): 2.1 The Company fails to timely perform (a) default in the payment when due of any portion of its obligations under, the Principal Amount or otherwise breaches any covenants or warranties of this NoteInterest thereon; 2.2 Any statement(b) the liquidation, representationtermination of existence, dissolution or warranty made by the appointment of a receiver or custodian for the Company or any part of its agents to Holder shall prove to have been false property if such appointment is not terminated or materially misleading when made; and/or,dismissed within thirty (30) days; 2.3 The (c) the institution against the Company shall become insolvent, or unable to meet its obligations as they become due, any endorser or shall file or have filed against it, voluntarily or involuntarily, a petition guarantor of this Senior Note of any proceedings under the United States Bankruptcy Code or shall procure any other federal or suffer state bankruptcy, reorganization, receivership, insolvency or other similar law affecting the appointment rights of creditors generally, which proceeding is not dismissed within thirty (30) days of filing; (d) the institution by the Company or any endorser or guarantor of this Senior Note of any proceedings under the United States Bankruptcy Code or any other federal or state bankruptcy, reorganization, receivership, insolvency or other similar law affecting the rights of creditors generally or the making by the Company or any endorser or guarantor of this Senior Note of a receiver for any substantial portion of its properties, composition or shall make an assignment or trust mortgage for the benefit of creditors; (e) the material breach of any covenant set forth in the Note Purchase Agreement or this Senior Note which breach remains uncured ten (10) days after written notice thereof by any Noteholder to the Company; (f) the occurrence of an Event of Default under the Junior Notes; (g) the failure of any of the Company’s representations or warranties set forth in Article II of the Note Purchase Agreement to be true and correct (i) in all respects on the Initial Closing Date (as defined in the Note Purchase Agreement) or (ii) in all material respects on each Subsequent Closing Date (as defined in the Note Purchase Agreement); or (h) the occurrence of any event upon which, whether with the giving of notice, the passage of time or otherwise, would allow the Holder or holders of any indebtedness of the Company or any of its subsidiaries to accelerate or otherwise demand repayment or repurchase prior to the scheduled maturity thereof of any such indebtedness or the acceleration of any such indebtedness. Upon the occurrence of an Event of Default, the Holder shall have then, or shall initiate or have initiated against itat any time thereafter, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the modifications or adjustment all of the rights and remedies afforded by the Uniform Commercial Code as from time to time in effect in the State of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORDelaware or afforded by other applicable law.

Default. The Company shall be in default under this Note upon the occurrence of any of the following events: 2.1 The Company instances shall be considered to be a default or a breach of this Agreement by Licensee: (i) any failure of Licensee to pay the Monthly License Fee, or any other charge for which Licensee has the responsibility of payment under this Agreement, within ten (10) Business Days of the date following written notice to Licensee from Licensor, or its designee, of such delinquency, it being understood, however, that Licensor is obligated to provide such notice only two times in each calendar year, and the third instance of the failure to pay the Monthly License Fee or any other charge shall be an immediate default without notice to Licensee if not paid within ten (10) Business Days of the date when due; (ii) except for a PCN Default for which the cure period is set forth in clause (iv) below, any failure of Licensee to perform or observe any term, covenant, provision or condition of this Agreement which failure is not corrected or cured by Licensee within thirty (30) days of receipt by Licensee of written notice from Licensor, or its designee, of the existence of such a default; except such thirty (30) day cure period shall be extended as reasonably necessary to permit Licensee to complete a cure so long as Licensee commences the cure within such thirty (30) day cure period and thereafter continuously and diligently pursues and completes such cure; (iii) failure of Licensee to abide by the Interference provisions as set forth in Section 11; (iv) a PCN Default occurs that Licensee fails to timely perform any cure within ten (10) days of its obligations underLicensor’s written notice to Licensee, or otherwise breaches any covenants or warranties its designee of this Note; 2.2 Any statement, representation, or warranty made by the Company or its agents to Holder shall prove to have been false or materially misleading when madeexistence of such default; and/or, 2.3 The Company (v) Licensee shall become insolventbankrupt, insolvent or unable to meet its obligations as they become duefile a voluntary petition in bankruptcy, or shall file or have an involuntary petition in bankruptcy filed against itLicensee which cannot be or is not dismissed by Licensee within sixty (60) days of the date of the filing of the involuntary petition, voluntarily file for reorganization or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer arrange for the appointment of a receiver for any or trustee in bankruptcy or reorganization of all or a substantial portion of its propertiesLicensee’s assets, or shall make Licensee makes an assignment for such purposes for the benefit of creditors; (vi) this Agreement or Licensee’s interest herein or Licensee’s interest in the Tower Facility are executed upon or attached; (vii) Licensee commits or fails to perform an act which results in a default under or nonconformance with the Ground Lease by Licensor and the same shall not be cured within 5 Business Days (or such shorter time as permitted under the Ground Lease to cure) of the date following written notice to Licensee from Licensor, or shall initiate its designee, of such default; or have initiated against it, voluntarily or involuntarily, (viii) the imposition of any act, processlien on the Approved Equipment except as may be expressly authorized by this Agreement, or proceedings under any insolvency law an attempt by Licensee or other statute anyone claiming through Licensee to encumber Licensor’s interest in the Tower Facility, and the same shall not be dismissed or law providing for the modifications or adjustment otherwise removed within ten (10) Business Days of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORwritten notice from Licensor to Licensee.

Default. (a) The Company following events shall be in deemed to be events of default by Tenant under this Note upon Lease: (i) Tenant shall fail to pay any installment of Rent or any other charge or assessment against Tenant pursuant to the occurrence terms hereof within ten (10) business days after receipt by Tenant of written notice of such failure of payment; (ii) Tenant shall fail to comply with any of the following events: 2.1 The Company fails to timely perform any of its obligations underterm, or otherwise breaches any covenants or warranties of this Note; 2.2 Any statementprovision, representation, covenant or warranty made under this Lease by Tenant, other than the Company payment of the Rent or its agents to Holder any other charge or assessment payable by Tenant, and shall prove to have been false not cure such failure within thirty (30) days after receipt by Tenant of written notice thereof; (iii) Tenant or materially misleading when made; and/or, 2.3 The Company any guarantor of this Lease shall become insolventmake a general assignment for the benefit of creditors, or unable shall admit in writing its inability to meet pay its obligations debts as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its propertiesin bankruptcy, or shall make an assignment for benefit of creditorsbe adjudicated as bankrupt or insolvent, or shall initiate file a petition in any proceeding seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or have initiated against itsimilar relief under any present or future statute, voluntarily law or involuntarily, any act, processregulation, or proceedings shall file an answer admitting or fail timely to contest the material allegations of a petition filed against it in any such proceeding; (iv) a proceeding is commenced against Tenant or any guarantor of this Lease seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any insolvency present or future statute, law or other statute regulation, and such proceeding shall not have been dismissed within sixty (60) days after the commencement thereof; (v) a receiver or law providing trustee shall be appointed for the modifications Demised Premises or adjustment for all or substantially all of the rights assets of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEESTenant or of any guarantor of this Lease and such receiver or trustee shall not have been dismissed within sixty (60) days after the appointment thereof; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTIONvi) Tenant shall fail to take possession of the Demised Premises or any portion thereof as provided in this Lease; (vii) Tenant shall do or permit to be done anything which creates a lien upon the Demised Premises or the Project and such lien is not removed or discharged within thirty (30) days after Tenant receives written notice of the filing thereof (whether from Landlord or from any other source whatsoever), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONOR.; or

Default. The Company Upon the occurrence and during the continuance of any one or more of the following events (each, an "Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall consist of: (i) Tenant's failure to pay when due any regularly scheduled payment of Rent, or any other sum of money payable hereunder (whether as Additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); provided, however, that no Event of Default shall be in default deemed to have occurred under this Note upon Paragraph 21(a)(i), if BLC Holdings cures such failure to pay, pursuant to the occurrence terms of the Agreement Regarding Leases, within such five (5) day period; (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as Additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; provided, however, that no Event of Default shall be deemed to have occurred under this Paragraph 21(a)(ii), if BLC Holdings cures such failure to pay, pursuant to the terms of the Agreement Regarding Leases, within such five (5) day period; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if (w) Tenant, Lease Guarantor or Guarantor becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, or (x) any of the following events: 2.1 The Company fails to timely perform any foregoing are filed against Tenant, Lease Guarantor or Guarantor, and such petition or appointment shall not have been set aside within ninety (90) days after the date of its obligations undersuch petition or appointment, or otherwise breaches any covenants (y) Tenant, Lease Guarantor or warranties Guarantor makes an assignment for the benefit of this Note; 2.2 Any statement, representation, creditors or warranty made by the Company or shall admit in writing its agents inability to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet pay its obligations debts generally as they become due, or (z) Tenant's interest in this Lease is attached, levied upon, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if any of Tenant, Lease Guarantor or Guarantor is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a default occurs under Paragraph 15; (viii) if there has been a final unappealable determination by the applicable Government Agency of the revocation or material limitation of any material license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or material limitation of any license, permit, certification or approval under any other circumstances pursuant to which Tenant is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event has a material adverse effect on Tenant or Tenant's ability to operate the Leased Properties for their Intended Use; (ix) if Tenant voluntarily ceases for longer than thirty (30) days operation of the Leased Property for its Intended Use, except as a result of (A) a Casualty or (B) a partial or complete Condemnation; (x) Intentionally Omitted; (xi) Intentionally Omitted; (xii) Intentionally Omitted; (xiii) Tenant breaches any material representation or warranty made by Tenant in this Lease and the same has a material adverse affect on the financial condition of Tenant, the operations of the Property or the value of the Leased Property; (xiv) Intentionally Omitted; (xv) the issuance or entry against Lease Guarantor or Guarantor of any final, unappealable award or judgment (after any applicable appeal periods have expired) in an amount of Five Million Dollars ($5,000,000.00) or more, and such award or judgment shall file continue unsatisfied and in effect for a period of ten (10) consecutive days without Tenant's demonstrating, to Landlord's reasonable satisfaction, that any insurance policy exists that would cover such award or have filed against itjudgment; (xvi) the final, voluntarily unappealable termination or involuntarilysuspension by the applicable Governmental Agency or other Person of the right of the Facility to participate in and receive benefits under Third Party Payor Programs, a petition or the final unappealable termination or suspension of the right of the Facility to admit residents who would be entitled to receive benefits pursuant to such Third Party Payor Programs, if in either case (i) the Facility participated in such Third Party Payor Program at the time of such termination or suspension, and (ii) the revenues received by or payable to such Facility from such Third Party Payor Programs equaled or exceeded 10% of the Facility's gross revenues in the immediately preceding Lease Year; or (xvii) [if an Event of Default (as defined in the Agreement Regarding Leases) occurs under the United States Bankruptcy Code Agreement Regarding Leases.](5) Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or shall procure or suffer the appointment of a receiver for any substantial portion of its propertiesgrace period, or shall make does not require notice to be given to trigger an assignment for benefit event of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing default thereunder for the modifications same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or adjustment lack thereof) and cure under such Facility Mortgage shall supersede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORFacility Mortgage.

Default. The Company shall be in default under this Note upon the occurrence of any of the following events: 2.1 The Company fails to timely perform any of its obligations under, or otherwise breaches any covenants or warranties of this Note; 2.2 Any statement, representation, or warranty made by the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the modifications or adjustment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT JUDGMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONOR.

Default. The Company If and whenever: (a) the Lessee shall be in default under in the payment of any money, whether hereby expressly reserved or deemed as rent, or any part thereof, and such default shall continue for three (3) days following any specific due date on which the Lessee is to make such payment or, in the absence of such specific due date, for the three (3) days following written notice by the Lessor requiring the Lessee to pay the same; or (b) the Lessee’s leasehold interest hereunder, or any goods, chattels or, equipment of the Lessee located in the Leased Premises shall be taken or seized in execution or attachment, or if any writ of execution shall issue against the Lessee and not be discharged within twenty-one (21) days of its issuance, or the Lessee shall become insolvent or commit an act of bankruptcy or become bankrupt or take the benefit of any Act that may be in force for bankrupt or insolvent debtors or become involved involuntary or involuntary winding up, dissolution or liquidation proceedings, or if a receiver or receiver and manager shall be appointed for the affairs, business, property or revenues of the Lessee; or (c) the Lessee shall fail to commence, diligently pursue and complete the Lessee’s work to be performed pursuant to any agreement to lease pertaining to the Leased Premises or other agreement signed by the parties or fail to open for business when required by the provisions of this Note upon Lease, or vacate or abandon the occurrence Leased Premises or fail or cease to operate pursuant to the provisions of this Lease or otherwise cease to conduct business from the Leased Premises, or use or permit or suffer the use of the Leased Premises for any purposes other than as allowed pursuant to this Lease, or fail to remedy or rectify any act or omission hereunder, or if the Lessee should move or commence, attempt or threaten to move its goods, chattels and equipment out of the Leased Premises other than in the routine and ordinary course of its business; or (d) the Lessee or any agent of the Lessee falsifies any report or statement required to be furnished to the Lessor or anyone else pursuant to this Lease; or (e) the Lessee makes a sale in bulk of any of its assets, wherever situated (other than a bulk sale made to an Assignee or Sublessee pursuant to a permitted assignment or subletting hereunder and pursuant to the following events:Bulk Sales Act of Alberta); or 2.1 The Company fails (f) the Lessee abandons or attempts to timely perform any of its obligations underabandon the Leased Premises, or otherwise breaches sells or disposes of the trade fixtures, goods or chattels of the Lessee or removes them from the Leased Premises so that there would not in the event of such sale or disposal be sufficient trade fixtures, goods or chattels of the Lessee on the Leased Premises subject to distress to satisfy all rent due or accruing hereunder for a period of at least three (3) months; or (g) the Leased Premises become and remain vacant for a period of five (5) consecutive days or are used by any covenants persons other than such as are entitled to use them hereunder; or (h) the Lessee assigns, transfers, encumbers, sublets or warranties permits the occupation or use or the parting with or sharing possession of all or any part of the Leased Premises by anyone except in a manner permitted by this Lease; or (i) re-entry is permitted under any other term of this Note;Lease; or 2.2 Any statement(j) the Lessee shall not observe, representationperform and keep each and every of the covenants, agreements, stipulations, obligations, conditions and other provisions of this Lease to be observed, performed and kept by the Lessee and shall persist in such default, in the case of monetary payments, beyond the ten (10) day period stipulated in paragraph (a) — aforesaid or, in the case of any other default, after ten (10) days following written notice from the Lessor requiring that the Lessee remedy, correct or comply or, in the case of any such default which would reasonably require more than ten(10) days to rectify, unless the Lessee shall commence rectification within the said ten (10) day notice period and thereafter promptly and diligently and continuously proceed with the rectification of any such default; then, and in each of such cases, and at the option of the Lessor and in addition to any other rights or remedies the Lessor may have pursuant to this Lease or at law, the Lessor may, immediately re-enter upon the Leased Premises and may expel all occupants thereof and remove all property from the Leased Premises and such property may be removed and sold or disposed of by the Lessor in such manner as it deems advisable, including by private sale, or warranty made by may be stored in a public warehouse or elsewhere at the Company cost and for the account of the Lessee, all without service of notice or its agents resort to Holder shall prove legal process and without the Lessor being considered guilty of trespass or becoming liable for any loss or damage which may be occasioned thereby. If the Lessor elects to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolventre-enter the Leased Premises as herein provided, or unable if it takes possession pursuant to meet its obligations legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease or it may from time to time without terminating this Lease, make such alterations and repairs as they become dueare necessary in order to relet the Leased Premises, or shall file any part thereof, for such term or have filed against itterms (which may be for a term extending beyond the Term) and at such rent and upon such other terms, voluntarily or involuntarily, a petition under covenants and conditions as the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of Lessor in its properties, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the modifications or adjustment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORsole discretion considers advisable.

Default. The Company shall be in default under this Note upon In the occurrence of any event the Contractor fails to begin the Work pursuant to the Contract Documents within the time specified, or the progress of the following events: 2.1 The Company Work is not maintained on schedule, or the Work is not completed within the time specified, or fails to timely perform any the Work with sufficient staff and equipment or with sufficient materials to ensure the prompt completion of its obligations under, or otherwise breaches any covenants or warranties of this Note; 2.2 Any statement, representation, or warranty made by the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become duesaid Work, or shall file or have filed against it, voluntarily or involuntarily, a petition under perform the United States Bankruptcy Code Work unsuitably or shall procure discontinue the prosecution of the Work, or suffer if the appointment Contractor shall become insolvent or be declared bankrupt or commit any act of bankruptcy or insolvency, or allow any final judgment to stand against him unsatisfied for a receiver for any substantial portion period of its propertiesforty-eight (48) hours, or shall make an assignment for the benefit of creditors, or for any other cause whatsoever shall initiate not carry on the Work in an acceptable manner, the Town may give notice in writing, sent by certified mail, return receipt requested, to the Contractor and Contractor’s surety of such delay, neglect or default, specifying the same, and if the Contractor within a period of seven (7) days after such notice shall not proceed in accordance therewith, then the Town shall, declare this Contract in default. Upon a declaration of default the following shall apply: 1. If the Work was required to be bonded the surety shall promptly take over the Work and complete the performance of this Contract in the manner and within the time frame specified. In the event the surety shall fail to take over the Work to be done under this Contract within seven (7) days after being so notified and notify the Town in writing, sent by certified mail, return receipt requested, that it is taking the same over and stating that it will diligently pursue and complete the same, the Town shall have initiated against itfull power and authority, voluntarily without violating the Contract, to take the prosecution of the Work out of the hands of said Contractor, to appropriate or involuntarilyuse any or all contract materials and equipment on the grounds as may be suitable and acceptable and may enter into an agreement, any acteither by public letting or negotiation, process, or proceedings under any insolvency law or other statute or law providing for the modifications completion of said Contract according to the terms and provisions thereof or adjustment use such other methods as in its opinion shall be required for the completion of said Contract in an acceptable manner. All costs and charges incurred by the Town, together with the costs of completing the Work under Contract, shall be deducted from any monies due or which may become due said Contractor and surety. In case the expense so incurred by the Contractor shall be less than the sum which would have been payable under the Contract, if it had been completed by said Contractor, then the said Contractor and surety shall be entitled to receive the difference, but in case such expense shall exceed the sum which would have been payable under the Contract, then the Contractor and the surety shall be liable and shall pay to the Town the amount of said excess. 2. If a bond was not required and there is no surety, then the Contractor shall promptly cure the default and complete the performance of this Contract in the manner and within the time frame specified in the written notice. In the event the Contractor shall fail to cure the default within the time specified, the Town shall have full power and authority, without violating the Contract, to take the prosecution of the rights Work out of creditorsthe hands of said Contractor, to appropriate or use any or all contract materials and equipment on the grounds as may be suitable and acceptable and may enter into an agreement, either by public letting or negotiation, for the completion of said Contract according to the terms and provisions thereof or use such other methods as in its opinion shall be required for the completion of said Contract in an acceptable manner. UPON ANY EVENT OF DEFAULTAll costs and charges incurred by the Town, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUEtogether with the costs of completing the Work under contract, WITHOUT NOTICEshall be deducted from any monies due or which may become due said Contractor. If the expense so incurred by the Town shall be less than the sum which would have been payable under the Contract, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULTif it had been completed by said Contractor, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTIONthen the said Contractor shall be entitled to receive the difference, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION)but in case such expense shall exceed the sum which would have been payable under the Contract, COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORthen the Contractor shall be liable and shall pay to the Town the amount of said excess.

Default. The Company shall be in default under this Note upon the occurrence of Section 22.01. If any of the following eventsshall occur, Tenant shall be deemed in default of this Lease: 2.1 The Company fails (a) if Tenant shall fail to timely pay any Rent or other sum when and as the same becomes due and payable and such failure shall continue for more than ten (10) days; (b) if Tenant shall fail to perform any of the other duties required to be performed by Tenant under this Lease and such failure shall continue for more than thirty (30) days after receipt of written notice thereof from Landlord; provided, however, that if such cannot reasonably be performed within such thirty (30) day period, Tenant shall have such additional time as is reasonably necessary to perform such duty; (c) if Tenant shall make a general assignment for the benefit of creditors, admit in writing its obligations under, or otherwise breaches any covenants or warranties of this Note; 2.2 Any statement, representation, or warranty made by the Company or inability to pay its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations debts as they become due, file a petition in bankruptcy, have an order of relief entered against it, or shall file or have filed against it, voluntarily or involuntarily, Tenant a petition seeking any reorganization, receivership, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation. Section 22.02. In the United States Bankruptcy Code event of default, to the extent not prohibited by applicable law it will be lawful for the Landlord thereupon, or at any time thereafter, upon written notice of termination to Tenant, and with or without process of law (forcibly if necessary) enter into and upon the Premises or any part thereof in the name of the whole or mail a notice of termination addressed to Tenant at the Premises, and repossess the same as of Landlord's former estate and expel Tenant and those claiming through or under Tenant and remove its and their effects (forcibly, if necessary) without being deemed guilty of any manner of trespass and without prejudice to any remedies which might otherwise be used for arrears of rent or prior breach of covenant, and upon such entry or mailing as aforesaid this Lease shall procure terminate, Tenant hereby waiving all statutory rights (including without limitation rights of redemption, if any, to the extent such rights may be lawfully waived) and Landlord, without notice to Tenant, may store tenants effects, and those of any person claiming through or suffer under Tenant at the appointment expense and risk of Tenant, and, if Landlord so elects, may sell such effects at public auction or private sale and apply the next proceeds to the payment of all sums due to Landlord from Tenant if any, and pay over the balance, if any, to Tenant. Section 22.03. Upon the termination of this Lease under any provision contained in Section 22.01, Tenant shall nevertheless remain liable for all Rent then due and payable hereunder as of the date of the termination of this Lease, together with all damages due or sustained by Landlord prior to such termination or arising as a result of events or conditions occurring or in existence during the term hereof and prior to or after such termination, and all reasonable costs, fees and expenses incurred by Landlord in pursuit of, or in the collection of its remedies hereunder or under any law, or in leasing or attempting to lease all or any portion of the Premises to others from time to time (including, without limitation, all repossession costs, brokerage commissions, reasonable attorney's fees in connection with the foregoing matters, and all costs of such alterations, repairs, and decorations as Landlord, in its reasonable judgement, considers necessary or advisable in connection with such reletting)(all such rent, damages, costs, fees and expenses being referred to herein as the "Termination Damages") and, in addition thereto, additional damages (the "Liquidated Damages"), which, at the election of Landlord, shall be either of the following: (a) an amount or amounts equal to all Rent which, but for termination, would have been payable to Landlord over the remainder of the Term, reduced by the amount of Rent, if any, which the Landlord shall actually receive from time to time during such period from others to whom the Premises may be rented from time to time. The Landlord shall not be obligated to attempt to collect any rental or other payment obligation from any other person renting all or any portion of the Premises by litigation or otherwise. Such Liquidated Damages shall be computed and payable in monthly installments, with interest on any amount in arrears at the rate of two percent (2%) per annum in excess of the Barnett Bank Prime Rate, in arrears, on the first day of each calxxxxx xonth following termination of the Lease and shall continue to become due and payable in monthly installments until the date on which the Term would have expired but for such termination; and any and all amounts due and payable hereunder, including any amount in arrears, shall be a continuing liability of Tenant thereafter, and interest thereon shall accrue at the rate of two percent (2%) per annum in excess of the Barnett Bank Prime Rate, until Tenant shall discharge same by payxxxx xx Landlord of the amount due, and any suit or action brought from time to time to collect any such Liquidated Damages for any month or months shall not in any manner prejudice the right of Landlord to collect any Liquidated Damages for any subsequent month or months by a similar proceeding; or (b) an amount equal to the present value (as of the date of such termination) of all Rent which, but for termination of this Lease, would have become due during the remainder of the Term, reduced by an amount equal to the fair rental value of the Premises over the remainder of the Term, as determined by an independent real estate appraiser named by Landlord, in which case such Liquidated Damages shall be payable to Landlord in one lump sum on demand made by Landlord at any time and shall bear interest at the rate of two percent (2%) per annum in excess of the Barnett Bank Prime Rate from the date of termination until paid. Xxx xxxposes of this clause (ii), present value shall be computed by the application of a receiver discount rate equal to the discount rate in effect at the Federal Reserve Bank nearest to the location of the Premises as of the date of determination. Section 22.04. In addition, if this Lease is terminated, Landlord may, but shall have no obligation to, relet the Premises or any part thereof, alone or together with other premises, for such term or terms (which may be greater or less than the period which would have constituted the balance of the Term) and on such terms and conditions (which may include concessions for free rent and alterations of the Premises) as Landlord, in its uncontrolled discretion, may determine, but Landlord shall not be liable for, nor shall Tenant's obligations hereunder be diminished by reason of, failure by Landlord to relet the Premises or any substantial portion failure by Landlord to collect any rent due upon such reletting, and Tenant, to the extent Tenant may lawfully do so, hereby waives all right to require Landlord to relet the Premises. Section 22.05. Nothing contained in this Lease shall, however, limit or prejudice the right of its properties, or shall make an assignment Landlord to prove for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or and obtain in proceedings under any federal or state laws relating to bankruptcy or insolvency law or other reorganization or arrangement by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law providing for in effect at the modifications time when, and governing the proceedings in which, the damages are to be proved, whether or adjustment not the amount be greater than the amount of the loss or damages referred to above. Section 22.06. Any and all rights and remedies which Landlord may have under this Lease, and at law and equity, shall be cumulative and shall not be deemed inconsistent with each other, and any two or more of creditorsall such rights and remedies may be exercised at the same time insofar as permitted by law. Section 22.07. UPON ANY EVENT OF DEFAULTThe waiver by either party of any default shall not be deemed to be a waiver of any subsequent default under the same, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUEor under any other term, WITHOUT NOTICEcovenant or condition of this Lease. The subsequent acceptance of any Rent by Landlord shall not be deemed to be a waiver of any preceding default by Tenant under any term, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULTcovenant or condition of this Lease, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTIONother than the failure of Tenant to pay the particular Rent so accepted, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORregardless of Landlord's knowledge of such preceding default at the time of acceptance of such Rent.

Default. In the event that: AND BANKRUPTCY (a) The Company LESSEE shall default in the payment of (fill in) any installment of rent or other sum herein specified and such default shall continue for ten (10) days after written notice thereof; or (b) The LESSEE shall default in the observance or performance of any other of the LESSEE's covenants, agreements, or obligations hereunder and such default shall not be corrected within thirty (30) days after written notice thereof; or (c) The LESSEE shall be declared bankrupt or insolvent according to law, or, if any assignment shall be made of LESSEE's property for the benefit of creditors, then the LESSOR shall have the right thereafter, while such default continues, to re-enter and take complete possession of the leased premises, to declare the term of this lease ended, and remove the LESSEE's effects, without prejudice to any remedies which might be otherwise used for arrears of rent or other default. The LESSEE shall indemnify the LESSOR against all loss of rent and other payments which the LESSOR may incur by reason of such termination during the residue of the term. If the LESSEE shall default, after reasonable notice thereof, in default the observance or performance of any conditions or covenants on LESSEE's part to be observed or performed under this Note upon the occurrence or by virtue of any of the following events: 2.1 The Company fails to timely perform provisions in any of its obligations under, or otherwise breaches any covenants or warranties article of this Note; 2.2 Any statementlease, representationthe LESSOR, without being under any obligation to do so and without thereby waiving such default, may remedy such default for the account and at the expense of the LESSEE. If the LESSOR makes any expenditures or warranty made incurs any obligations for the payment of money in connection therewith, including but not limited to, reasonable attorney's fees in instituting, prosecuting or defending any action or proceeding, such sums paid or obligations insured, with interest at the rate of 12 percent per annum and costs, shall be paid to the LESSOR by the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations LESSEE as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the modifications or adjustment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORadditional rent.

Default. The Company shall be in default under this Note upon the occurrence of any of the following eventsevents shall constitute a default (hereinafter sometimes called “Event(s) of Default”) by Tenant and a breach of this Lease: 2.1 The Company fails a. Failure of Tenant to timely pay Monthly Base Rent, CAM, Impositions or any other charge or sum to be paid to Landlord by Tenant when due and payable under the terms of this Lease and such failure continues after ten (10) days written notice; provided, however, Landlord shall not be obligated to give written notice of default more than twice in any Lease Year. b. Failure of Tenant to comply with any other of the rules, regulations, agreements, covenants, terms and conditions contained or referred to herein (other than the failure to pay sums of money) for a period of fifteen (15) days after Landlord has notified Tenant of the default(s) provided that if such default is not susceptible of being cured within such fifteen (15) day period, the time permitted Tenant to cure the default(s) shall be extended for as long as shall be reasonably necessary to cure such default(s) if Tenant commences promptly and proceeds diligently to cure such default(s); provided, always, that such period for curing any default shall not be so extended as to jeopardize the interest of Landlord in the Premises or Building or other property of Landlord or so as to subject Landlord to any civil or criminal liabilities. c. Filing by or against Tenant in any court pursuant to any statute, either of the United States or of any state, of a petition in bankruptcy or insolvency, or for reorganization, or for any arrangement or for appointment of a receiver or trustees of all or a portion of Tenant’s property or should Tenant make any assignment for the benefit of its creditors; provided, that if the action or proceeding be against Tenant, the same shall not be an event of default if the petition shall be dismissed within six (6) months after commencement thereof. d. Dissolution or liquidation of Tenant, voluntary or involuntary, or the taking of possession of any of Tenant’s property by execution and levy of attachment. Any failure of Landlord to perform any of its obligations underunder this Lease shall not be considered a default unless Tenant shall have given Landlord at least a fifteen (15) day written notice and opportunity to cure the same, unless another time period is specifically provided for in this Lease, or otherwise breaches any covenants if such obligation cannot reasonably be performed or warranties of this Note; 2.2 Any statementsuch failure reasonably cured within said period, representation, Landlord shall have such additional time as is reasonably necessary to perform the obligation or warranty made by cure the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the modifications or adjustment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORdefault.

Default. The Company shall be in default under this Note upon the occurrence of If any one of the following eventsevents (each, a "Servicing Default") shall occur and be continuing: 2.1 The Company fails (a) any failure by the Master Servicer to timely deposit into any Collection Account or the Trustee Collection Account any deposit required to be made under the terms of this Agreement that continues unremedied for a period of five (5) Business Days after the date upon which written notice of such failure shall have been given to the Master Servicer by the Issuer or the Indenture Trustee; or (b) any failure on the part of the Master Servicer to duly observe or perform in any material respect any other covenants or agreements of its the Master Servicer set forth in this Agreement, which failure materially and adversely affects the interests of any Securityholder, and which failure continues unremedied for a period of 45 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Issuer or the Indenture Trustee; or then, in the case of paragraphs (a) or (b), the Master Servicer shall immediately notify the Indenture Trustee and the Owner Trustee in writing thereof and, for so long as such Servicing Default shall not have been remedied by the Master Servicer, then the Issuer or the Indenture Trustee may, by notice then given in writing to the Master Servicer, terminate all rights and obligations underof the Master Servicer hereunder, other than the Master Servicer’s right to receive servicing compensation and reimbursement of expenses hereunder during any period prior to the date of such termination, and the Indenture Trustee, the Owner Trustee or the Issuer may exercise any and all other remedies available at law or in equity. Any such notice to the Indenture Trustee shall also be given to each Rating Agency and the Issuer. Subject to Section 7.02, on or after receipt by the Master Servicer of such written notice in the case of paragraphs (a) or (b), all authority and power of the Master Servicer under this Agreement shall pass to and be vested in the Indenture Trustee as pledgee of the Mortgage Loans pursuant to this Section. Without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney in-fact or otherwise, any and all documents or other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination under paragraphs (a) or (b), whether to complete the transfer and endorsement of each Mortgage Loan or the related Mortgage Documents or Related Documents, or otherwise breaches any covenants otherwise. The Master Servicer agrees to cooperate fully with the Owner Trustee and the Indenture Trustee, as the case may be, in effecting the termination under paragraphs (a) or warranties of this Note; 2.2 Any statement, representation, or warranty made by the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the modifications or adjustment (b) of the rights and responsibilities of creditorsthe Master Servicer hereunder, including the transfer to the Indenture Trustee (or other applicable successor) for the administration by it of all cash relating to the Mortgage Loans that shall at the time be held by the Master Servicer for deposit into the Collection Account, or that have been thereafter received by the Master Servicer with respect to the Mortgage Loans. UPON ANY EVENT OF DEFAULTAll reasonable costs and expenses (including attorneys’ fees) incurred in connection with amending this Agreement to reflect such succession as Master Servicer pursuant to this Section shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Indenture Trustee, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUEthe initial Master Servicer and, WITHOUT NOTICEin any event, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENTif the initial Master Servicer cannot pay any such amount, in accordance with Section 3.05 of the Indenture) upon presentation of reasonable documentation of such costs and expenses. IN THE EVENT OF DEFAULTNotwithstanding any termination of the activities of the Master Servicer hereunder, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTIONthe Master Servicer shall be entitled to receive, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS out of any late collection of a payment on a Mortgage Loan that was due prior to the notice terminating the Master Servicer’s rights and obligations hereunder and received after such notice, that portion thereof to which the Master Servicer would have been entitled hereunder, its Servicing Fee in respect thereof and any other amounts payable to the Master Servicer hereunder the entitlement to which arose prior to such termination. Notwithstanding the foregoing, a delay in or failure of performance under paragraph (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION)a) or (b) above, COURT COSTSafter the expiration of the applicable grace periods, APPEALSshall not constitute a Servicing Default if such delay or failure could not have been prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an Act of God, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAWany act of the public enemy, declared or undeclared war, public disorder, rebellion or sabotage, or epidemic, landslide, lightning, fire, hurricane, earthquake or flood. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONSThe preceding sentence shall not relieve the Master Servicer from using reasonable efforts to perform its obligations hereunder in a timely manner in accordance with the terms hereof, PRESENTMENTand the Master Servicer shall provide the Owner Trustee, DEMAND FOR PAYMENTthe Indenture Trustee and the Securityholders with notice of such failure or delay by it, PROTEST AND NOTICE OF DISHONORtogether with a description of its efforts to so perform its obligations.

Default. The Company following events shall be deemed to be events of default under this Lease: (a) Tenant shall fail to pay when due any sum of money becoming due to be paid to Landlord hereunder, whether such sum be any installment of the rent herein reserved, any other amount treated as additional rent hereunder, or any other payment or reimbursement to Landlord required herein, whether or not treated as Additional Rent hereunder, and such failure shall continue for a period of ten (10) days following written notice, from Landlord that such payment was due; provided, however, that Landlord shall only be required to give notice of such failure to pay the same obligation hereunder two (2) times in any twelve (12) month period; or (b) Tenant shall fail to comply with any term, provision or covenant of this Lease other than by failing to pay when or before due any sum of money becoming due to be paid to Landlord hereunder, and shall not cure such failure within thirty (30) days after receipt by Tenant of written notice thereof provided that if such failure to comply cannot reasonably be cured within thirty (30) days, Tenant shall not be in default hereunder so long as Tenant initiates such, compliance within thirty (30) days and pursues such compliance diligently to completion thereafter; or (c) Tenant shall abandon or vacate any substantial portion of the Premises; or uses or occupies the Premises in a manner or for such a purpose which is not consistent with the approved Use, or without Landlord’s prior written consent, Tenant removes or attempts to remove or manifests an intention to remove any or all of Tenant’s property from the Premises otherwise than in the ordinary and usual course of business; or (d) Tenant shall fail to vacate the Premises immediately upon termination of the Lease, by lapse of time or otherwise, or upon termination of Tenant’s right to possession only; or (e) The leasehold interest of Tenant shall be levied upon under this Note upon execution or be attached by process of law or Tenant shall fail to contest diligently the occurrence validity of any lien or claimed lien and give sufficient security to Landlord to insure payment thereof or shall fail to satisfy any judgment rendered thereon and have the same released or transferred to other security, and such default shall continue for twenty (20) days after receipt of the following events:written notice thereof by Tenant; or 2.1 The Company fails to timely perform any of its obligations under, or otherwise breaches any covenants or warranties of this Note; 2.2 Any statement, representation, or warranty made by the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company (f) Tenant shall become insolvent, or unable admit in writing its inability to meet pay its obligations debts generally as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under in bankruptcy or a petition to take advantage of any insolvency statute, make an assignment for the United States Bankruptcy Code benefit of creditors, make a transfer in fraud of creditors, apply for or shall procure or suffer consent to the appointment of a receiver for of itself or of the whole or any substantial portion part of its propertiesproperty, or shall make an assignment for benefit of creditorsfile a petition or answer seeking reorganization or arrangement under the federal, bankruptcy laws, as now in effect or hereafter amended, or any other applicable law or statute of the United States or any state thereof; or (g) A court of competent jurisdiction shall initiate enter an order, judgment or have initiated against it, voluntarily or involuntarily, any act, processdecree adjudicating Tenant a bankrupt, or proceedings under any insolvency law appointing, a receiver of Tenant, or other statute or law providing for the modifications or adjustment of the rights whole or any substantial part of creditors. UPON ANY EVENT OF DEFAULTits property, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUEwithout the consent of Tenant, WITHOUT NOTICEor approving a petition filed against Tenant seeking reorganization or arrangement of Tenant under the bankruptcy laws of the United States, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULTas now in effect or hereafter amended, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTIONor any state thereof and such order, INCLUDING ATTORNEY'S FEESjudgment or decree shall not be vacated or set aside or stayed within thirty (30) days from the date of entry thereof; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS or (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION)h) Any of the events described in subparagraphs (f) and (g) immediately above occur as to any guarantor or surety of Tenant’s performance under this Lease, COURT COSTSor such guarantor or surety defaults on any provision under its guaranty or suretyship agreement, APPEALSand Tenant fails, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONSwithin thirty (30) days of such event, PRESENTMENTto provide equivalent, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORalternative security reasonably acceptable to Landlord.

Default. The Company Any one or more of the following events shall be constitute events of default. (a) Tenant's failure to make payment of rent when the same is due and payable and the continuance of such failure for a period of ten (10) days after mailing by certified mail or delivery to Tenant of notice in default writing from Landlord specifying in detail the nature of such failure; or, (b) Tenant's failure to perform any of the other covenants, conditions, and agreements imposed by it under this Note Lease and the continuance of such failure without the curing of same for a period of thirty (30) days after mailing by certified mail or delivery to Tenant of notice in writing from Landlord specifying in detail the nature of such failure and provided Tenant shall not cure said failure as provided in paragraph (d) below, or, (c) The adjudication of Tenant as a bankrupt, or the appointment of a receiver or trustee for Tenant's property and affairs, or the making by Tenant of any assignment for the benefit of its creditors or the filing by or against Tenant of a petition in bankruptcy not vacated or set aside within ten (10) days of such filing. In the event of default, the Landlord, in addition to any other right or remedy it may have with respect to such default, may upon ten (10) days written notice, terminate this Lease for cause and re-enter the Premises and take possession of the same, or, at its option, in such event Landlord may, without declaring this Lease terminated, re-enter the Premises and occupy or lease the whole or any part thereof, for and on account of Tenant and on such terms and conditions for such rental as Landlord may deem proper based on reasonable business practices, and Landlord shall in such event collect such rent and apply the same upon the rents due from Tenant and upon the expenses of such subletting, and any and all other damages sustained by Landlord. In the event of default, Landlord shall exercise reasonable efforts to mitigate damages hereunder and to re-let the Premises, but Landlord's failure to re-let or sublet the Premises shall not prevent or delay the exercise by Landlord, at its option, of its right to recover as damages rents due and owing for the remainder of the term, together with all costs and expenses of collecting the same, subject to Landlord's obligation to repay or credit the Tenant with all recoveries made by Landlord. Upon the occurrence of any of the following events: 2.1 The Company fails above events of default, Landlord may, at its option, give Tenant written notice by certified mail of Landlord's election to timely perform any of its obligations under, or otherwise breaches any covenants or warranties end the term of this Note;Lease upon a date specified in such notice, which date shall be not less than thirty (30) days after the date of delivery or certified mailing by Landlord of such notice, and whereupon the term and estate hereby vested in Tenant shall cease and any and all other right, title and interest of Tenant hereunder shall likewise cease without further notice or lapse of time as fully and with like effect as if the entire term of this Lease had elapsed, but Tenant shall continue to be liable to Landlord as hereinafter set forth; provided, that this Lease shall not terminate if Tenant shall cure such default prior to the termination date specified in such notice. 2.2 Any statement, representation, or warranty made by (d) In the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment event Landlord gives notice of a receiver for any substantial portion default of its propertiessuch a nature (other than a default which may be cured by a payment of money) that it cannot be cured within such thirty (30) day period, then such default shall not be deemed to continue so long as Tenant, after receiving such notice, proceeds diligently and continuously to cure the default as soon as reasonably possible and continues to take all steps necessary to complete the same within a period of time which, under all prevailing circumstances shall be reasonable. No default shall be deemed to continue if, and so long as, Tenant shall be so proceeding to cure the same in good faith or shall make an assignment for benefit of creditors, be delayed in or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for prevented from curing the modifications or adjustment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORsame by Force Majeure.

Default. (a) The Company following events shall be in deemed to be events of default by Tenant under this Note upon Lease: (i) Tenant shall fail to pay any installment of Rent or any other charge or assessment against Tenant pursuant to the occurrence terms hereof within five (5) days after the date notice of such late payment is received by Tenant; provided, however, if more than two (2) payments due of Tenant hereunder in any one (1) calendar year are not made until after notice of such late payment is received by Tenant, then it shall be an event of default hereunder by Tenant if any subsequent payment due of Tenant hereunder in the same calendar year is not made within ten (10) days of the following events: 2.1 The Company fails date when due; (ii) Tenant shall fail to timely perform comply with any of its obligations underterm, or otherwise breaches any covenants or warranties of this Note; 2.2 Any statementprovision, representation, covenant or warranty made under this Lease by Tenant, other than the Company payment of the Rent or its agents any other charge or assessment payable by Tenant, and shall not cure such failure within fifteen (15) days after notice thereof to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolventTenant, or unable such longer period as is necessary to meet cure such default, provided Tenant is diligently pursuing same, and such cure is effectuated in any event within sixty (60) days after notice thereof is given to Tenant; (iii) Tenant or any guarantor of this Lease shall make a general assignment for the benefit of creditors, or shall admit in writing its obligations inability to pay its debts as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its propertiesin bankruptcy, or shall make an assignment for benefit of creditorsbe adjudicated as bankrupt or insolvent, or shall initiate file a petition in any proceeding seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or have initiated against itsimilar relief under any present or future statute, voluntarily law or involuntarily, any act, processregulation, or proceedings shall file an answer admitting or fail timely to contest the material allegations of a petition filed against it in any such proceeding; (iv) a proceeding is commenced against Tenant or any guarantor of this Lease seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any insolvency present or future statute, law or other statute regulation, and such proceeding shall not have been dismissed within ninety (90) days after the commencement thereof; (v) a receiver or law providing trustee shall be appointed for the modifications all or adjustment substantially all of the rights assets of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONOR.Tenant or of any guarantor of this Lease;

Default. The Company If Tenant shall be in default under this Note upon fail to pay any installment of rent promptly on the occurrence of any of day when the following events: 2.1 The Company fails to timely perform any of its obligations under, or otherwise breaches any covenants or warranties of this Note; 2.2 Any statement, representation, or warranty made by the Company or its agents to Holder same shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, and shall continue in default for a period of ten (10) days after receipt of written notice thereof by Landlord, or if Tenant shall file fail to promptly keep and perform any other affirmative covenant of this Lease or have filed against itto commence such performance in good faith in accordance with the terms of this Lease and shall continue in default for a period of thirty (30)days after receipt of written notice thereof by Landlord of default and demand of performance, voluntarily then and in any such event, and as often as any such event shall occur, provided Tenant has failed to cure such default within ten (10) or involuntarilythirty (30) days of the respective notice, a petition under Landlord may, at its sole election and in addition to any and all other remedies provided by law or contained in this Lease, declare this Lease terminated and enter into and upon the United States Bankruptcy Code Premises and take back same from Tenant. In such event, Tenant shall not be released from the rent past due, or shall procure future rent, or suffer from the appointment payment of damages for the breach of this Lease by Tenant. Furthermore, in the event of a receiver for any substantial portion of its properties, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the modifications or adjustment default of the rights terms of creditorsthis Lease, the Landlord shall be reimbursed by the Tenant for all legal fees incurred by the Landlord in connection with the enforcement of the terms of this Agreement. UPON ANY EVENT OF DEFAULTAll remedies of Landlord shall be cumulative or alternate, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUEand the exercise of one remedy shall not waive the exercise of any other remedy. In case the Landlord shall default in the performance of any material covenant or agreement contained herein, WITHOUT NOTICEincluding but not limited to Landlord interfering with Tenant's enjoyment of the Premises, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULTin particular with Tenant's access to ingress to and egress from the Premises, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTIONand said default shall continue for a period of thirty (30) days after written notice thereof to Landlord setting forth the specific nature of the default, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS then no rent shall be payable under this Lease for such time as such default shall continue, and the Tenant, after such thirty (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION30) day period to cure, may declare the Term of this Lease ended and may vacate the Premises and be relieved from all further obligations under this Lease except those that are intended to survive the termination of this Lease (e.g. the indemnification set forth in paragraph 19 above), COURT COSTSor, APPEALSif the Landlord has not diligently begun to cure such material breach (e.g. by accepting bids for repair) at the end of said thirty (30) day period, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONSthen the Tenant may, PRESENTMENTat its option, DEMAND FOR PAYMENTat any time during the continuance of such default after the expiration of said thirty days' notice, PROTEST AND NOTICE OF DISHONORpay any sum necessary to perform any obligation of Landlord hereunder and deduct the cost thereof from the rent thereafter to become due under this Lease.

Default. (a) The Company following events shall be in deemed to be events of default by Tenant under this Note upon Lease: (i) Tenant shall fail to pay any installment of Rent or any other charge or assessment against Tenant pursuant to the occurrence of any of the terms hereof within five (5) days following events: 2.1 The Company fails written notice by Landlord to timely perform any Tenant of its obligations underfailure to pay such installments, or otherwise breaches provided that Landlord shall not be obligated to send to Tenant such written notice more often than twice in any covenants or warranties of this Note; 2.2 Any statementcalendar year during the term hereof; (ii) Tenant shall fail to comply with any term, representationprovision, covenant or warranty made under this Lease by Tenant, other than the Company payment of the Rent or its agents any other charge or assessment payable by Tenant, and shall not cure such failure within twenty (20) days after notice thereof to Holder Tenant; (iii) Tenant or any guarantor of this Lease shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolventmake a general assignment for the benefit of creditors, or unable shall admit in writing its inability to meet pay its obligations debts as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its propertiesin bankruptcy, or shall make an assignment for benefit of creditorsbe adjudicated as bankrupt or insolvent, or shall initiate file a petition in any proceeding seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or have initiated against itsimilar relief under any present or future statute, voluntarily law or involuntarily, any act, processregulation, or proceedings shall file an answer admitting or fail timely to contest the material allegations of a petition filed against it in any such proceeding; (iv) a proceeding is commenced against Tenant or any guarantor of this Lease seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any insolvency present or future statute, law or other statute regulation, and such proceeding shall not have been dismissed within forty-five (45) days after the commencement thereof; (v) a receiver or law providing trustee shall be appointed for the modifications Demised Premises or adjustment for all or substantially all of the rights assets of creditorsTenant or of any guarantor of this Lease (unless such receiver is removed within thirty (30) days after appointment thereof); and (vi) Tenant shall do or permit to be done anything which creates a lien upon the Demised Premises or the Project and such lien is not removed or discharged within fifteen (15) days after the filing thereof. UPON ANY EVENT OF DEFAULTNotwithstanding the foregoing, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUEin the case of a non-monetary default which is subject to cure but which cannot by its very nature be cured within said twenty (20) day period, WITHOUT NOTICETenant shall be granted an additional period of time, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULTnot to exceed twenty-five (25) days, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTIONin which to effect such cure, INCLUDING ATTORNEY'S FEESprovided Tenant promptly commences to cure such default and diligently pursues said cure to completion. (b) Upon the occurrence of any of the aforesaid events of default, Landlord shall have the option to pursue any one or more of the following remedies without any notice or demand whatsoever: (i) terminate this Lease, in which event Tenant shall immediately surrender the Demised Premises to Landlord and if Tenant fails to do so, Landlord may without prejudice to any other remedy which it may have for possession or arrearages in Rent, enter upon and take possession of the Demised Premises and expel or remove Tenant and any other person who may be occupying said Demised Premises or any part thereof, in accordance with applicable law, without being liable for prosecution or any claim of damages therefor; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS Tenant hereby agreeing to pay to Landlord on demand the amount of all loss and damage which Landlord may suffer by reason of such termination, whether through inability to relet the Demised Premises on satisfactory terms or otherwise; (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTIONii) terminate Tenant's right of possession (but not this Lease) and enter upon and take possession of the Demised Premises and expel or remove Tenant and any other person who may be occupying said Demised Premises or any part thereof, by entry (in accordance with applicable law), COURT COSTSdispossessory suit or otherwise, APPEALSwithout thereby releasing Tenant from any liability hereunder, POSTwithout terminating this Lease, and without being liable for prosecution or any claim of damages therefor and, if Landlord so elects, make such alterations, redecorations and repairs as, in Landlord's judgment, may be necessary to relet the Demised Premises, and Landlord may, but shall be under no obligation to do so, relet the Demised Premises or any portion thereof in Landlord's or Tenant's name, but for the account of Tenant, for such term or terms (which may be for a term extending beyond the Lease Term) and at such rental or rentals and upon such other terms as Landlord may deem advisable, with or without advertisement, and by private negotiations, and receive the rent therefor, Tenant hereby agreeing to pay to Landlord the deficiency, if any, between all Rent reserved hereunder and the total rental applicable to the Lease Term hereof obtained by Landlord re-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAWletting, and Tenant shall be liable for Landlord's expenses in redecorating and restoring the Demised Premises and all costs incident to such re-letting, including broker's commissions and lease assumptions, and in no event shall Tenant be entitled to any rentals received by Landlord in excess of the amounts due by Tenant hereunder; or (iii) enter upon the Demised Premises, in accordance with applicable law, without being liable for prosecution or any claim of damages therefor, and do whatever Tenant is obligated to do under the terms of this Lease; and Tenant agrees to reimburse Landlord on demand for any expenses including, without limitation, reasonable attorneys' fees which Landlord may incur in this effecting compliance with Tenant's obligations under this Lease and Tenant further agrees that Landlord shall not be liable for any damages resulting to Tenant from such action. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSESIf this Lease is terminated by Landlord as a result of the occurrence of an event of default, Landlord may declare due and payable immediately an amount determined as follows: (x) the entire amount of Rent and other charges and assessments which would have become due and payable during the remainder of the Lease Term (including, without limitation, increases in Rent pursuant to Article 7 hereof), discounted to present value by using a discount factor of eight percent (8%) per annum, plus (y) all of Landlord's costs and expenses (including, without limitation, Landlord's expenses in redecorating and restoring the Demised Premises and all costs relating to such reletting, including broker's commissions and lease assumptions) reasonably incurred in connection with or related to the reletting of the Demised Premises, minus (z) the market rental value of the Demised Premises for the remainder of the Lease Term, based on Landlord's reasonable determination of both future rental value and the probability of reletting the Demised Premises for all or part of the remaining Term, discounted to present value by using a discount factor of eight percent (8%) per annum. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDERSuch payment shall not constitute a penalty or forfeiture but shall constitute liquidated damages for Tenant's failure to comply with the terms and provisions of this Lease (Landlord and Tenant agreeing that Landlord's exact damages in such event are impossible to ascertain and that the amount set forth above is a reasonable estimate thereof). THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONSFor purposes of determining what could be collected by Landlord by reletting under this subsection, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORLandlord is not required to relet when other comparable space in the Building is available. The term "remaining Lease Term" as used in this subsection shall mean the period which otherwise would have (but for the termination of this Lease) constituted the balance of the Lease Term from the date of the termination of this Lease.

Default. The Company occurrence of any one of the following events shall ------- constitute an event of default on the part of Tenant ("Default"): (a) The abandonment of the Premises by Tenant; (b) Failure to pay any installment of Base Rent, Additional Rent or any other monies due and payable hereunder, said failure continuing for a period of 3 days after Tenant's receipt of written notice that the same is due, provided, that such notice may be combined at Landlord's option with any legal notice, including but not limited to a Three Day Notice to Pay Rent or Quit or other notice given in regard to unlawful detainer remedies.; (c) A general assignment by Tenant or any guarantor for the benefit of creditors; (d) The filing of a voluntary petition in bankruptcy by Tenant or any guarantor, the filing of a voluntary petition for an arrangement, the filing of a petition, voluntary or involuntary, for reorganization, or the filing of an involuntary petition by Tenant's creditors or guarantors; (e) Receivership, attachment, of other judicial seizure of the Premises or all or substantially all of Tenant's assets on the Premises; (f) Failure of Tenant to maintain insurance as required by Paragraph 8.2 (provided, however, that such failure must continue for five (5) calendar days after written notice before such default shall have occurred) ; (g) Failure in the performance of any of Tenant's covenants, agreements or obligations hereunder (except those failures specified as events of Default in other Paragraphs of this Paragraph 13.1 which shall be governed by such other Paragraphs), which failure continues for 10 days after written notice thereof from Landlord to Tenant provided that, if Tenant has exercised reasonable diligence to cure such failure and such failure cannot be cured within such 10 day period despite reasonable diligence, Tenant shall not be in default under this Note upon subparagraph unless Tenant fails thereafter diligently and continuously to prosecute the occurrence of any of the following events:cure to completion; and 2.1 The Company fails to timely perform any of its obligations under, or otherwise breaches any covenants or warranties of this Note; 2.2 (h) Any statement, representation, or warranty made by the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment transfer of a receiver for any substantial portion of its propertiesthe assets of Tenant, or shall make an assignment any incurrence of a material obligation by Tenant, unless such transfer or obligation is undertaken or incurred in the ordinary course of Tenants business or in good faith for benefit of creditorsequivalent consideration, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the modifications or adjustment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORwith Landlord's consent.

Default. The Company shall be in default under this Note upon the occurrence of any of the following eventsevents shall, at the election of Lender, be deemed a default by Guarantor (an "Event of Default") under this Guaranty: 2.1 The Company (a) Guarantor fails to timely perform pay any of its obligations underGuarantor's Liabilities when due and payable or properly declared due and payable and such payment is not made within five (5) days of the original due date; (b) Guarantor fails or neglects to perform, keep or observe any other term, provision, condition, covenant, warranty or representation contained in this Guaranty, which is required to be performed, kept or observed by Guarantor and Guarantor shall fail to remedy such within thirty (30) days of being served with written notice from Lender, during which time Guarantor shall be diligently pursuing a cure; (c) the Collateral or any other of Guarantor's assets are attached, seized, subjected to a writ of distress warrant, or otherwise breaches are levied upon, or become subject to any covenants lien, or warranties come within the possession of this Noteany receiver, conservator, trustee, custodian or assignee for the benefit of creditors; 2.2 Any statement, representation(d) Guarantor becomes insolvent or generally fails to pay, or warranty made by the Company or admits its agents inability to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolventpay, or unable to meet its obligations debts as they become due, or shall file or have filed against it, voluntarily or involuntarily, ; (e) a petition under Title 11 of the United States Bankruptcy Code or any similar law or regulation shall procure be filed by Guarantor or suffer the appointment of a receiver for any substantial portion of its properties, or shall make Guarantor makes an assignment for the benefit of creditorsits creditors or any case or proceeding is filed by Guarantor for its dissolution or liquidation; (f) a petition under Title 11 of the United States Code or any similar law or regulation is filed against Guarantor or a case or proceeding is filed against Guarantor for its dissolution or liquidation and such proceeding shall not be dismissed within thirty (30) days of its filing, during which time Guarantor shall diligently contest such action or proceeding; (g) Guarantor is enjoined, restrained or in any way prevented by court order from conducting all or any material part of its business affairs and such injunction or restraint shall initiate not be voided, removed or have initiated against itdismissed within thirty (30) days of the court's order, voluntarily during which time Guarantor shall diligently contest such action or involuntarilyproceeding; (h) a notice of lien, levy or assessment is filed of record or given to Guarantor with respect to all or any actof Guarantor's assets by any federal, processstate or local government agency; (i) Guarantor is in default in the payment or performance of any material obligation, indebtedness or proceedings other liability to any third party and such default is not cured within any cure period specified in any agreement or instrument governing the same; (j) any material statement, report or certificate made or delivered to Lender by Guarantor is not true and correct; (k) the occurrence of any material adverse change in Guarantor's financial condition and the failure of Guarantor to remedy such within ten (10) days of being served with written notice from Lender; (l) the occurrence of a default under any insolvency law or other statute or law providing for agreement, instrument and/or document executed and delivered by Guarantor to Lender which is not cured by Guarantor within any applicable cure period set forth in any such agreement, instrument and/or document; (m) the modifications or adjustment death of the rights Guarantor or the attempt by Guarantor to cancel, revoke or disclaim this Guaranty; or (n) the reasonable insecurity of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS Lender and the failure by Guarantor to remedy such insecurity within ten (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONOR10) days of being served with written notice thereof by Lender.

Default. The Company shall be in default under this Note upon If the occurrence of any of the following eventsConcessionaire: 2.1 The Company fails a. Shall fail to timely pay any installment of rent within ten (10) days after it becomes payable and if such default shall continue for five (5) days after receiving written notice from the Department demanding payment; b. Shall fail to maintain in full force and effect any insurance or bond required by the terms of this Lease or Ohio law; c. Shall fail to maintain adequate standards in providing service required by this Lease, or in any manner shall fail to provide adequate service to the public; d. Shall fail to observe and perform any of its obligations underother provision, covenant or otherwise breaches any covenants or warranties condition of this NoteLease by the end of fifteen (15) days after written notice from the Department specifying such failure; 2.2 Any statement, representation, e. Shall abandon or warranty made by vacate the Company Properties or its agents to Holder shall prove to have been false or materially misleading when made; and/or,any part thereof during the term of this Lease; 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, f. Shall voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall involuntarily be subject to bankruptcy proceedings; g. Shall make an assignment for the benefit of creditors or shall enter into a composition agreement with its creditors, or shall initiate or have initiated against itif the interest of the Concessionaire in the Properties is attached, voluntarily or involuntarily, any act, processlevied upon, or proceedings under seized by legal process; h. Shall assign this Lease in violation of the terms hereof; i. Shall under-report revenue on monthly income statements, or any insolvency law other financial reports, or other statute shall misrepresent the source of revenue in such reports furnished to the Department; or j. Shall fail to remain authorized to do business of the type and nature required in this Lease in the State of Ohio, k. Its principal(s) or law providing officers(s), if the Concessionaire is a corporation, or its partners(s) if the Concessionaire is a partnership, are convicted of any theft offense; then, and in any of such cases, immediately or at any time thereafter, at the option of the Director, the Department shall have the right to immediately reenter and take possession of the Properties, and, as the Director elects, either: 1) declare this Lease to be terminated, in which event this Lease, all rights of the Concessionaire, and all duties of the Department shall immediately cease and terminate and the Department may possess and enjoy the Properties as though this Lease had never been made, without prejudice, however, to any and all rights of action against the Concessionaire the Department may have for rent, damages, or breach of covenant, in respect to which the Concessionaire shall remain and continue to be liable notwithstanding such termination; or 2) relet the Properties, or any part thereof, for such term or terms and on such conditions as the Department determines for and on behalf of the Concessionaire, for the modifications or adjustment highest rental reasonably obtainable in the judgement of the rights Director, which reletting shall not be considered as a surrender or acceptance back of creditors. UPON ANY EVENT OF DEFAULTthe Properties or a termination of this Lease, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUEand recover from the Concessionaire any deficiency between the amount of rent, WITHOUT NOTICEadditional rent and all other charges payable under this Lease, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULTplus any expenses incurred by the Department in connection with repairs or alterations the Director deems necessary or appropriate to make in connection with such reletting, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEESall costs incurred in actually reletting the Properties and sums expended for reasonable attorney's fees; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORbut the Director shall be under no duty to relet the Properties.

Default. The Company shall be in default under this Note upon the occurrence of any one or more of the following events:shall constitute an Event of Default hereunder. 2.1 The Company (A) Seller fails to timely perform pay any of its obligations under, or otherwise breaches any covenants or warranties of this Noteamount owed to Buyer as and when due; 2.2 Any statement, representation, (B) There shall be commenced by or warranty made by the Company against Seller any voluntary or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition involuntary case under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its propertiesCode, or shall make an any assignment for the benefit of creditors, or appointment of a receiver or custodian for any of, its assets; (C) Seller shall initiate become insolvent in that its debts are greater than the fair value of its booked & unbooked/intangible assets, or have initiated Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against itor attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, voluntarily agreement, warranty, or involuntarilyrepresentation set forth herein, and the same is not cured to Buyers satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any actterm of any document, processinstrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or proceedings fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any insolvency law or other statute or law providing for the modifications or adjustment guaranty executed by any guarantor of the rights Obligations of creditors. UPON ANY EVENT OF DEFAULTSeller to Buyer under this Agreement, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUEor any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEESincluding by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS or (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORI) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreement.

Default. The Company shall be in default under this Note upon the occurrence of any one or more of the following eventsmatters constitutes a “Default” by Tenant under this Lease: 2.1 The Company fails (i) Failure by Tenant to timely pay any Rent when due, if such failure continues for five (5) days after written notice to Tenant of such failure; (ii) Failure by Tenant to pay any other money required to be paid by Tenant under this Lease when due, if such failure continues for five (5) days after written notice to Tenant of such failure; (iii) Failure by Tenant to observe or perform any of its obligations underthe covenants in respect of assignment and subletting set forth in Section 15; (iv) Failure by Tenant to cure forthwith, immediately after receipt of notice from Landlord, any hazardous condition which Tenant has created or permitted in violation of law or of this Lease; (v) Failure by Tenant to complete, execute and deliver any instrument or document required to be completed, executed and delivered by Tenant pursuant to Section 20 or Section 24 of this Lease, within ten (10) days after the initial written demand therefor to Tenant if such failure continues for five (5) days after written notice to Tenant of such failure; (vi) Failure by Tenant to observe or perform any other covenant, agreement, condition or provision of this Lease, if such failure shall continue for twenty (20) days after written notice thereof from Landlord to Tenant; provided that such 20-day period shall be extended for the time reasonably required to complete such cure (not to exceed, in any event, an additional 60-day period), if such failure cannot reasonably be cured within said 20-day period and Tenant commences to cure such failure within said 20-day period and thereafter diligently and continuously proceeds to cure such failure; (vii) The levy upon execution or the attachment by legal process of the leasehold interest of Tenant, or otherwise breaches any covenants the filing or warranties creation of this Notea lien in respect of such leasehold interest, which lien shall not be released or discharged within thirty (30) days from the date of such filing; 2.2 Any statement, representation(viii) Tenant becomes insolvent or bankrupt or admits in writing its inability to pay its debts as they mature, or warranty made by the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall make makes an assignment for the benefit of creditors, or shall initiate applies for or have initiated against itconsents to the appointment of a trustee or receiver for Tenant or for the major part of its property; (ix) A trustee or receiver is appointed for Tenant or for a major part of its property, voluntarily without Tenant’s application therefor or involuntarilyconsent thereto, any actand is not discharged within sixty (60) days after such appointment; (x) Any bankruptcy, processreorganization, arrangement, insolvency or liquidation proceeding, or proceedings other proceeding for relief under any insolvency bankruptcy law or other statute or similar law providing for the modifications relief of debtors, is instituted (A) by Tenant, or adjustment (B) against Tenant and is allowed against it or is consented to by it or is not dismissed within sixty (60) days after such institution; or (xi) Upon the third occurrence within any twelve-month period that Tenant fails to pay Rent when due or has breached a particular covenant of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS this Lease (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTIONwhether or not such failure or breach is thereafter cured within any stated cure or grace period or statutory period), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONOR.

Default. The Company In the event of default by Tenant under this Lease, Landlord may, without formal demand or further notice of any kind, peacefully reenter and repossess the Premises and remove Tenant and Xxxxxx's personal property there from in accordance with the laws of the State of Texas, without being liable for any damages therefore. No such reentry and repossession by Landlord shall relieve the Tenant or any guarantor of their respective liability and obligations under this Lease, and such liability and obligation shall survive any such reentry and repossession; provided, however, in the event of any such default, Landlord shall retain the security deposit and the Tenant shall be liable to Landlord for the payment of all of the Rent and other charges due hereunder, including any expenses incurred by Landlord in default under this Note upon connection with such repossession and any reletting of the occurrence Premises. Default on the part of the Tenant shall include, but is not limited to, the following: a) Failure to make any Rent or other payment required hereunder, including, but not limited to the above-referenced electricity utility payments, for more than fifteen (15) days after the date such payment is due; b) Maintaining a nuisance within the Premises; c) Disorderly, or illegal or criminal behavior on the part of Tenant or Xxxxxx's guests; d) Keeping any handguns, firearms, or weapons of any type, or any explosive, inflammable, or any extra hazardous substances, or any article or thing of a dangerous nature on the Premises, which items are determined solely by the Landlord; e) Misuse, in violation of the laws of the State of Texas and rules and regulations of the RLC or UV, of alcoholic beverages or the illegal manufacture, sale, possession, or use of narcotics, marijuana, hypnotics, stimulants, hallucinogens, or other similar known controlled substances or harmful or habit-forming drugs and/or chemicals within the Premises, by Tenant or Tenant's guests; f) Inability or refusal on the part of Tenant to adjust to the concept and requirements of living in a student residence environment; g) Violation of any of the following events: 2.1 The Company fails to timely perform covenants and agreements of this Lease by Tenant or of any of its obligations underthe rules and regulations governing the Premises, made by Landlord, whether such rules and regulations are now in existence or subsequently created in the future; h) Default under the provisions of any riders or amendments attached hereto; i) Damage by Xxxxxx, Xxxxxx's guests or visitors, to the Premises; j) You or the Guarantor have made any false statement or misrepresentation of any information supplied to us, or otherwise breaches it is discovered that the lease document was tampered with or modified in any covenants or warranties way without consent of this Note;Landlord; and 2.2 Any statement, representation, or warranty made by the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the modifications or adjustment k) Abandonment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORPremises.

Default. The Company Any other provisions in this Lease notwithstanding, it shall be in an event of default (“Event of Default”) under this Note Lease if: (i) Tenant fails to pay any installment of Fixed Rent, Additional Rent or other sum payable by Tenant hereunder when due and such failure continues for a period of five (5) days after written notice of such non-payment be Landlord to Tenant (which written notice shall not be required more than two times in any period of twelve (12) consecutive months), or (ii) Tenant fails to observe or perform any other covenant or agreement of Tenant herein contained and such failure continues after written notice given by or on behalf of Landlord to Tenant for more than thirty (30) days, or (iii) Tenant uses or occupies the Demised Premises other than as permitted hereunder, or (iv) Tenant assigns or sublets, or purports to assign or sublet, the Demised Premises or any part thereof other than in the manner and upon the occurrence conditions set forth herein, or (v) Tenant abandons or vacates the Demised Premises or, without Landlord’s prior written consent, Tenant removes or attempts to remove or manifests an intention to remove any or all of Tenant’s property from the Demised Premises other than in the ordinary and usual course of business, or (vi) Tenant (which, for purposes of this clause, includes any guarantor hereunder) files a petition commencing a voluntary case, or has filed against it a petition commencing an involuntary case, under the Federal Bankruptcy Code (Title 11 of the Unites States Code), as now or hereafter in effect, or under any similar law, or files or has filed against it a petition or answer in bankruptcy or for reorganization or for an arrangement pursuant to any state bankruptcy law or any similar state law, and, in the case of any such involuntary action, such action shall not be dismissed, discharged or denied within sixty (60) days after the filing thereof, or Tenant consents or acquiesces in the filing thereof, or (vii) if Tenant is a banking organization, Tenant files an application for protection, voluntary liquidation or dissolution applicable to banking organization, or (viii) a custodian, receiver, trustee or liquidator of Tenant or of all or substantially all of Tenant’s property or of the following events: 2.1 The Company fails Demised Premises shall be appointed in any proceedings brought by or against Tenant and, in the latter case, such entity shall not be discharged within sixty (60) days after such appointment or Tenant consents to timely perform any of its obligations underor acquiesces in such appointment, or otherwise breaches any covenants or warranties of this Note; 2.2 Any statement, representation, or warranty made by the Company or its agents to Holder (ix) Tenant shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations generally not pay Tenant’s debts as they such debts become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall make an assignment for the benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, processadmit in writing its inability to pay its debts generally as they become due, or proceedings under (x) any insolvency law or other statute or law providing for the modifications or adjustment of the rights foregoing occurs as to any guarantor or surety of creditorsTenant’s performance under this Lease, or such guarantor or surety defaults on any provision under its guaranty or suretyship agreement. UPON ANY EVENT OF DEFAULTThe notice and grace period provisions in clauses (i) and (ii) above shall have no application to the Events of Default referred to in clauses (iii) through (ix) above or, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS to the extent applicable (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTIONx), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONOR.

Default. The Company shall be in default under this Note upon the occurrence of any Any one or more of the following eventsshall constitute an "Event of Default" under this Lease: 2.1 The Company fails (a) failure of Tenant to timely pay any Rent, Additional Rent or other charge due hereunder within ten (10) days after receipt by Tenant of written notice that the same has not been paid; or , (b) Tenant's failure to perform any other of its obligations underthe terms, conditions or covenants of this Lease to be observed or performed by Tenant for more than thirty (30) days after receipt of written notice thereof; or, if such performance cannot reasonably be completed within said thirty (30)days, failure to commence the performance within said thirty (30) days and pursue the same diligently to completion, or otherwise breaches any covenants or warranties of this Note; 2.2 Any statement, representation, or warranty made by the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or (c) if Tenant shall file or have filed against itit any bankruptcy proceedings, voluntarily or involuntarilytake or have taken against it in any court pursuant to any statute, either of the United States or of any state, a petition under the United States Bankruptcy Code of bankruptcy or shall procure insolvency, or suffer for reorganization or for the appointment of a receiver for any substantial or trustee of all or a portion of its propertiesTenant's property, or shall make if Tenant makes an assignment for the benefit of creditors, or petitions for or enters into an arrangement; and shall initiate not withdraw, or have initiated against itwithdrawn, voluntarily said filing or involuntarily, any act, processpetition within sixty (60) days of the date of filing; or , (d) if Tenant shall abandon the Leased Premises (other than during periods of repair or renovation, or proceedings as a result of casualty, force majeur, or other events beyond the reasonable control of Tenant) and shall fail to pay sums due hereunder in a timely manner, or suffer this Lease to be taken under any insolvency law writ of execution. If an Event of Default occurs, the Landlord shall, upon proper observance of all requirements of law, have the right to enter the Leased Premises and take possession thereof and of all permanent improvements thereon and may remove all persons and property from the Leased Premises by force, summary action, or other statute otherwise, and such property may be removed and stored in a public warehouse or law providing elsewhere at the cost of and for the modifications or adjustment account of Tenant. Tenant agrees to quit and deliver up possession of the rights of creditors. UPON ANY EVENT OF DEFAULTProperty, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUEincluding permanent improvements to the Property, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORwhen this Lease terminates.

Default. The Company shall be in default under this Note upon the occurrence of any one or more of the following eventsevents will constitute an "event of default" on the part of TDI-NE: 2.1 The Company fails A. Failure to timely pay any installment of rent or any other sum required to be paid by TDI-NE under this Lease, and such failure shall continue for ten (10) business days after written notice of such failure is received from State; provided, however, that TDI-NE shall have thirty (30) business days to cure such late payment. B. Failure to perform any of its obligations under, or otherwise breaches any the other covenants or warranties conditions which TDI-NE is required to observe and perform (except for the failure to pay rent or any other monetary obligation contained in this Lease) and such failure should continue for thirty (30) days (or such shorter period of this Notetime as may be reasonably specified by State in the event of an emergency presenting risk of loss of life, bodily harm or irremediable property damage) after written notice thereof by State to TDI-NE; provided, however, that if such default is other than the payment of money and cannot be cured within such thirty (30) day period, then an event of default shall not have occurred if TDI-NE commences curing of such failure within thirty (30) days of receiving written notice from the State, and diligently in good faith prosecutes the same to completion and furnishes evidence of completion to State within thirty (30) days thereafter; 2.2 Any statement, representation, C. The levy of a writ of attachment or warranty made by the Company execution or other judicial seizure of substantially all of TDI-NE's assets or its agents interest in this Lease, such attachment, execution or other seizure remaining undismissed or discharged for a period of thirty (30) days after the levy thereof; D. If TDI-NE shall be declared insolvent according to Holder shall prove to have been false or materially misleading when made; and/or,law; 2.3 E. The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver or trustee for TDI-NE on all or the majority of TDI-NE’s property, which appointment is not discharged within forty-five (45) days after the date of filing; or F. The filing by TDI-NE of a voluntary petition pursuant to the Bankruptcy Code or any substantial portion successor thereto or the filing of its propertiesan involuntary petition against TDI-NE pursuant to the Bankruptcy Code or any successor legislation, or shall make an assignment for benefit which petition is not discharged within forty-five (45) days after the date of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the modifications or adjustment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORfiling.

Default. The Company shall be in default under this Note upon (a) Upon the occurrence of any one or more of the following events:events ("Tenant Default") Landlord shall have the remedies hereafter set forth: (i) Tenant defaults in the payment of any rent, additional rent, or other sums due and payable by Tenant to Landlord under this Lease; provided that Tenant shall have the right to cure a monetary default if any such amounts are paid to Landlord within five (5) days after Tenant's receipt of written notice from Landlord of such non-payment; or (ii) Tenant violates or defaults in the performance of any covenant, agreement, or other condition contained in this Lease (other than the payment of rent or other sum payable under this Lease) for a period of more than thirty (30) days after written notice of such violation or default has been given by Landlord to Tenant (or, in the case of a default not curable within thirty (30) days, if Tenant shall fail to commence to cure such default within such thirty (30) days and diligently pursue the cure of the default; or (iii) Tenant makes a general assignment or arrangement for the benefit of creditors or a voluntary or involuntary petition in bankruptcy is filed by or against Tenant or Tenant files a petition for reorganization or protection under any law relating to bankruptcy or a trustee or receiver is appointed to take possession of all or substantially all of Tenant's assets located at the Premises or Tenant's interest in this Lease, or all or substantially all of such assets or interest is attached, is judiciously seized or is executed upon provided that in the case of any involuntary proceeding, such proceeding is not dismissed within sixty (60) days thereafter. 2.1 The Company fails (b) In the event of a Tenant Default, Landlord shall have the right, at its election, then or at any time thereafter and while such Tenant Default continues either; (1) To give Tenant written notice of intention to timely perform terminate this Lease on the date of such given notice or on any later date specified therein, and on the date specified in such notice, whereupon Tenant's right to possession of the Premises shall cease and this Lease shall thereupon be terminated, except as to Tenant's liability, as if the expiration of the term fixed in such notice were the end of the term herein originally demised; or (2) After legal demand and notice and subject to all applicable banking regulations, to reenter and take possession of the Premises or any part thereof, and repossess the same as of Landlord's former estate and expel Tenant and those claiming through or under Tenant, and remove the effects of both or either, without use of force or breach of peace, and without prejudice to any remedies for arrears of rent or preceding breach of covenants or conditions. Should Landlord elect to reenter as provided in this subparagraph (2), or should Landlord take possession pursuant to legal proceedings or pursuant to any notice provided for by law, Landlord may, from time to time, without terminating this Lease, relet the Premises or any part thereof in Landlord's or Tenant's name, but for the account of Tenant, for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the term of this Lease) and on such conditions and upon such other terms (which may include concessions of free rent and alteration and repair of the Premises) as Landlord, in its reasonable discretion, may determine, and Landlord may collect and receive the rents therefor. Landlord shall use commercially reasonable efforts and mitigate Landlord's damages hereunder. No such reentry or taking possession of the Premises by Landlord shall be construed as an election on Xxxxxxxx's part to terminate this Lease unless a written notice of such intention be given to Tenant. No notice from Landlord hereunder or under a forcible entry and detainer statute or similar law shall constitute an election by Landlord to terminate this Lease unless such notice specifically so states. Landlord reserves the right following any such reentry and/or reletting to exercise its right to terminate this Lease by giving Tenant such written notice, in which event the Lease will terminate as specified in said notice. (3) In the event that Landlord does not elect to terminate this Lease as permitted in subparagraph (1) of this subparagraph (b), but on the contrary, elects to take possession as provided in subparagraph (2) hereof, Tenant shall pay to Landlord (A) the rent and other sums as herein provided, which would be payable hereunder if such repossession has not occurred, less (B) the net proceeds, if any, of any reletting of the Premises after deducting all Landlord's expenses incurred in connection with such reletting, including, but without limitation, all repossession costs, brokerage commissions, legal expenses, attorneys' fees, expenses of employees, alteration and repair costs and expenses of preparation for such reletting. If, in connection with any reletting, the new Lease term extends beyond the existing term, or the premises covered thereby include other premises not part of the Premises, a fair apportionment of the rent received from such reletting and the expenses incurred in connection therewith as provided aforesaid will be made in determining the net proceeds from such reletting. In addition, in determining the net proceeds from such reletting, any rent concessions will be apportioned over the term of the new Lease. Tenant shall pay such rent and other sums to Landlord monthly on the days on which the rent would have been payable hereunder if possession had not been retaken and Landlord shall be entitled to receive the same from Tenant on each such day. (4) In the event, however, this Lease is terminated (except as provided in the paragraphs on casualty or condemnation), Tenant shall remain liable to Landlord for damages in an amount equal to the rent and other sums which would have been owing by Tenant hereunder for the balance of the term, had this Lease not been terminated, less the net proceeds, if any, of any reletting of the Premises by Landlord subsequent to such termination, after deducting all Landlord's reasonable expenses incurred in connection with such reletting, including but without limitation, the expenses enumerated above. Landlord shall be entitled to collect such damages from Tenant monthly on the days on which the rent and other amounts would have been payable hereunder if this Lease had not been terminated, and Landlord shall be entitled to receive the same from Tenant on each such day. Alternatively, at the option of Landlord, in the event this Lease is terminated, Landlord shall be entitled to recover forthwith against Tenant, as damages for loss of the bargain and not as a penalty, an aggregate sum which, at the time of such termination, represents the excess, if any, of the aggregate of the rent and all other sums payable by Tenant hereunder that would have accrued for the balance of the term over the aggregate rental value of the Premises (such rental value to be computed on the basis of a tenant paying not only a rent to Landlord for the use and occupation of the Premises, but also such other charges as are required to be paid by Tenant under the terms of this Lease) for the balance of such term, both discounted to present worth at the rate of four percent (4%) per annum. (5) Suit or suits for the recovery of the amounts and damages set forth hereinabove may be brought by Landlord, from time to time, at Landlord's election, and nothing herein shall be deemed to require Landlord to await the date whereon this Lease or the term hereof would have expired by limitation had there been no such default by Tenant, or no such termination, as the case may be. Each right and remedy provided for in this Lease shall be cumulative and shall be in addition to every other right or remedy provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by Landlord of any one or more of the rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by Landlord of any or all other rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise. All reasonable costs incurred by Landlord in connection with collecting any amounts and damages owing from Tenant pursuant to the provisions of this Lease or to enforce any provision of this Lease, including reasonable attorneys' fees from the date any such matter is turned over to an attorney, whether or not one or more actions are commenced by Xxxxxxxx, shall also be recoverable by Landlord from Tenant, provided Landlord is the prevailing party. (6) No failure by Landlord to insist upon the strict performance of any agreement, term, covenant or condition hereof or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial rent during the continuance of any such breach, shall constitute a waiver of any such breach or such agreement, term, covenant or condition. No agreement, term, covenant or condition hereof to be performed or complied with by Xxxxxx, and no breach thereof, shall be waived, altered or modified except by written instrument executed by Landlord. No waiver of any breach shall affect or alter this Lease, but each and every agreement, term, covenant and condition hereof shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. Notwithstanding any termination of this Lease, the same shall continue in force and effect as to any provisions hereof which require observance or performance of Landlord or Tenant subsequent to termination. (7) Nothing contained in this paragraph shall limit or prejudice the right of Landlord to prove and obtain as liquidated damages in any bankruptcy, insolvency, receivership, reorganization or dissolution proceeding, an amount equal to the maximum allowed by any statute or rule of law governing such proceeding and in effect at the time when such damages are to be proved, whether or not such amount be greater, equal to or less than the amounts recoverable, either as damages or rent, referred to in any of its obligations under, or otherwise breaches any covenants or warranties the preceding provisions of this Note;paragraph. 2.2 Any statement(8) Notwithstanding anything contained hereinabove in this paragraph 40 to the contrary, representationany such proceeding or action involving bankruptcy, or warranty made by the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolventinsolvency, or unable to meet its obligations as they become duereorganization, or shall file or have filed against itarrangement, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall make an assignment for the benefit of creditors, or appointment of a receiver or trustee, shall initiate be considered to be an event of default only when such proceeding, action or remedy shall be taken or brought by or against the then holder of the Leasehold estate under this Lease. (c) In the event that Landlord shall have initiated against ittaken possession of the Premises pursuant to the authority herein granted, voluntarily then Landlord, without limitation of such other rights as are elsewhere provided herein, may relinquish possession of all or involuntarilyany portion of the personal property located therein to any person claiming to be entitled to possession thereof ("Claimant") who presents to Landlord a copy of any instrument represented to Landlord by Claimant to have been executed by Tenant (or any predecessor of Tenant) granting Claimant the right under various circumstances to take possession of such personal property, without the necessity on the part of the Landlord to inquire as to the authenticity of Tenant's or Xxxxxx's predecessor's signature on such instrument copy and without the necessity of Xxxxxxxx's making any actinvestigation or inquiry as to the validity of the factual or legal basis upon which Claimant purports to act and Xxxxxx agrees to indemnify and hold Landlord harmless from all costs, processexpenses, losses, damages, and liabilities incident to Xxxxxxxx's relinquishment of possession of all or proceedings any portion of the personal property to Claimant. Tenant stipulates and agrees that the rights herein granted Landlord are commercially reasonable. (d) Xxxxxx further agrees to pay, in addition to the rent and other sums payable under this Lease, such additional sums as a court of competent jurisdiction may adjudge reasonable as attorney’s fees in any suit or action instituted by Landlord to enforce the provisions of this Lease or the collection of the rent or other sums payable by Tenant under this Lease. Tenant hereby waives any right of redemption which it may have under any insolvency present of future law in the event Xxxxxx is evicted from or dispossessed of the Premises for any reason. Unless Landlord otherwise agrees in writing, Xxxxxx’s surrender of possession of the Premises to Landlord prior to the end of the Term and Landlord’s acceptance of such surrender shall not effect a termination of this Lease or release Tenant from any of its obligations under this Lease for the remainder of the term of this Lease. (e) If Xxxxxx believes that Xxxxxxxx has breached or failed to comply with any provision of this Lease applicable to Landlord, Tenant will give written notice to Landlord describing the alleged breach or noncompliance. Landlord will not be deemed in default under this Lease if Landlord cures the breach or noncompliance within 20 days after receipt of Tenant's notice or, if the same cannot reasonably be cured within such 20-day period, if Landlord in good faith commences to cure such breach or noncompliance within such period and then diligently pursues the cure to completion within 60 days of the date of Tenant’s original notice to Landlord. Tenant will also send a copy of such notice to any lender of whom Xxxxxx has been notified in writing, and such lender will also have the right to cure the breach or noncompliance within the period of time described above. If such breach or noncompliance is not cured within the period of time described above, then Tenant may exercise any right or remedy available to Tenant at law or other statute in equity, except to the extent expressly waived or law providing limited by the terms of this Lease; provided that if a Landlord default occurs of which Tenant has given notice to Landlord and such default materially and adversely affects Tenant's use of the Premises or results in a substantial likelihood of personal injury or damage to Tenant's property in the Premises, Tenant shall be entitled to take the minimal commercially reasonable action to cure such default and bill Landlord for the modifications or adjustment reasonable cost and expense to cure the same, which Landlord will pay within 30 days after receipt of an invoice therefor, and if Landlord fails to timely reimburse Tenant, Tenant shall have the rights right to offset such amount against the next payment of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORRent hereunder.

Default. The Company shall be in default under this Note upon the occurrence of any one or more of the following eventswill constitute an "Event of Default" under this Agreement: 2.1 (a) The Company failure of any Borrower to pay when due any Payment Amount or any other amounts payable under this Agreement or any Note within five (5) days of the date when due; (b) A breach or failure in the observance or performance by any Borrower of any other material provision of this Agreement or any other Loan Document which is not remedied within thirty (30) days after receipt by any Borrower of notice of such breach or failure; (c) Any material representation, warranty or covenant made herein, or in any certificate, document, financial or other statement delivered in connection with this Agreement, or hereafter made by any Borrower proves to have been incorrect in any material adverse respect when made or given; (d) ATII or any Subsidiary, or any surety or guarantor of the Indebtedness evidenced by this Agreement or the Note (i) files a petition or has a petition filed against it under the bankruptcy code, or any proceeding for relief of insolvent debtors; (ii) generally fails to timely pay its debts as such debts become due; (iii) shall admit in writing its inability to pay its debts as they become due; (iv) has a custodian, trustee or receiver appointed, voluntarily or otherwise, for t or its assets; (v) benefits from, or is subject to, the entry of an order for relief by any court of insolvency; (vi) makes an assignment for the benefit of creditors; (vii) becomes insolvent (however otherwise evidenced); (viii) liquidates, winds-up, dissolves or suspends business; or (ix) has commenced against it any case, proceeding or other action seeking the issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets, which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; (e) ATII or any Subsidiary shall (i) default in any payment of any other instrument or agreement (other than with Lender) with an outstanding principal amount in excess of $10,000 beyond the period of grace, if any, provided in the applicable instrument or agreement, or (ii) default in the observance of any other provision of such other instrument or agreement as to cause, or permit the holder of such instrument or agreement to cause, the obligations thereunder to become due prior to its stated maturity; (f) One or more judgment or decrees shall be entered against ATII or any Subsidiary involving in the aggregate a liability (not paid or fully covered by insurance) of $10,000 or more, and any of such judgments or decrees shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days after the entry thereof; or (g) Any guaranty or any subordination agreement required or delivered in connection with this Agreement is breached or becomes ineffective, or any guarantor, or subordinating creditor disavows its obligation xxxxxx the guaranty or subordination agreement, as the case may be; or (h) Any Borrower fails to perform any of its obligations underunder any other agreement or lease with Lender (subject to any cure rights or notice periods contained in such other agreement or lease); or (i) At any time a Borrower other than ATII ceases to be a Subsidiary or ATII; or (j) If any Change in Control should occur without Lender's prior written consent. A "Change in Control" of ATII shall be deemed to have occurred upon any change in the direct or indirect control of, or otherwise breaches the ability or right to control, a majority of the voting shares of any covenants class of securities or warranties ownership rights in any ATII or any other Borrower or in the right and/or the power to control the election of this Note;the board of directors of ATII or any other Borrower; or 2.2 Any statement, representation(k) The occurrence of a material adverse effect on, or warranty made by material adverse change in, (i) the Company business, operations or financial condition of ATII or any other Borrower, (ii) the ability of ATII or any other Borrower to perform its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolventobligations under this Agreement, any Note, or unable to meet its obligations as they become duethe other Loan Documents, or shall file (iii) the Lender's ability to enforce the right sand remedies granted under this Agreement or have filed against itthe other Loan Documents, voluntarily in all cases whether attributable to a single circumstance or involuntarily, a petition under the United States Bankruptcy Code event or shall procure an aggregation of circumstances or suffer the appointment of a receiver for any substantial portion of its properties, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the modifications or adjustment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORevents.

Default. The Company shall be in default under this Note upon the occurrence of any one or more of the following eventsevents (the "Events of Default") shall constitute a default and breach of this Lease by Tenant: 2.1 (i) The Company fails abandonment of the Premises by Tenant (vacation not being deemed to timely be abandonment unless there is failure to perform the obligations of Tenant required by this Lease). (ii) Failure by Tenant to make any payment of Base Rent, or any other charges or payment required to be made by Tenant under this Lease when due where such failure continues for a period of fifteen (15) days after written notice by Landlord to Tenant; (iii) The failure by Tenant to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Tenant, other than as described in subparagraph (ii) above, where such failure continues for a period of thirty (30) days after written notice by Landlord to Tenant; provided, however, that if the nature of Tenant's obligation which it has failed to perform is such that more than thirty (30) days are reasonably required for its obligations undercure, then it shall not be deemed an Event of Default if Tenant commences such cure within the 30 day period and diligently prosecutors the cure to completion; (iv) The making by Tenant of an assignment for the benefit of its creditors, or otherwise breaches any covenants the filing by or warranties against Tenant of this Note; 2.2 Any statement, representationa petition to have Tenant adjudged a bankrupt, or warranty made by a petition or reorganization or arrangement under any law relating to bankruptcy (unless, in the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolventcase of a petition filed against Tenant, the same is dismissed within 90 days), or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a trustee or a receiver for any substantial portion to take possession of its propertiessubstantially all of Tenant's assets located in the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant with in 90 days, or shall make an assignment for benefit the attachment, execution or other judicial seizure of creditorssubstantially all of Tenant's assets located in the Premises or of Tenant's interest in this Lease, or such seizure is not discharged within the 90 days. (v) If default shall initiate or have initiated against itbe made by Tenant, voluntarily or involuntarily, any act, process, or proceedings under any insolvency by operation of law or otherwise, under the provisions of Section 27 hereof relating to assignment, sublease, mortgage or other statute transfer of Tenant's interest in this Lease or law providing for in the modifications Premises or adjustment of in the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORincome arising therefrom.

Default. The Company provisions of Section 3 notwithstanding, in the event of default, the CERRA Board of Directors may declare the entire unpaid amount of indebtedness evidenced by this Note, including interest, immediately due and payable. A default hereunder shall preclude further participation by the Fellow in the South Carolina Teaching Fellows Program. The following events in addition to those otherwise set forth herein and not by way of limitation, shall be in considered a default under this Note upon hereunder: a) Failure to meet required GPA and credit hours; b) Failure to maintain satisfactory progress toward graduation with licensure to teach as defined by the occurrence institution and State of South Carolina; c) Failure to comply with any of the following events:terms and conditions stated herein; 2.1 The Company fails d) Failure to timely perform any of its obligations underpursue a full-time program in teacher education or course work leading to teacher certification, or otherwise breaches permanent withdrawal from college for any covenants reason; e) Failure to be admitted to the college’s teacher education program by the junior year; f) Withdrawal or warranties expulsion from the college or university; g) Failure to notify CERRA of a change in the Fellow’s name, address, telephone number or school enrollment status within thirty (30) days of the change; h) Failure to notify CERRA in writing within ninety (90) days of the Fellow’s graduation of the Fellow’s intentions concerning forgiveness of the indebtedness evidenced by this Note; 2.2 i) Insolvency, assignment for the benefit of creditors or the filing of a petition in bankruptcy by or on behalf of the Fellow; j) Use of the proceeds of this Note for other than payment of costs of attendance at an institution of higher education participating in the South Carolina Teaching Fellows Program; k) Any statement, representation, warranty or warranty statement made or furnished to CERRA by or on behalf of the Company or its agents to Holder shall prove Fellow in connection with this Note proving to have been false in any material respect when made or materially misleading furnished; l) Failure to perform any obligation, liability or agreement contained or referred to herein, including adherence to the Repayment Schedule; m) Conviction or plea of guilty of a felony or other crime other than minor traffic violations. n) Failure to make a payment when made; and/or,due. 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under o) Determination that the Fellow is illegally within the United States Bankruptcy Code States. Failure of the CERRA Board of Directors or any subsequent holder of this Note to exercise any option available to said holder shall procure or suffer not constitute a waiver of the appointment right to exercise such option in the event of a receiver for any substantial portion of its properties, future default. No delay or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for omission on the modifications or adjustment part of the rights CERRA Board of creditorsDirectors or any subsequent holder of this note in exercising any right hereunder shall operate as a waiver of such right or of any other right of such holder nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion. UPON ANY EVENT OF DEFAULTUpon default, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUECERRA will notify the Fellow, WITHOUT NOTICEin writing, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENTof such default. IN THE EVENT OF DEFAULTThe notice of default will be by certified mail, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTIONreturn receipt requested, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS and regular U.S. mail addressed to the Fellow at the last address on file with CERRA. Refusal or non-delivery at that address shall be deemed delivery after seven (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION)7) days. Upon default, COURT COSTSCERRA may disclose that the Fellow has defaulted, APPEALSalong with other relevant information, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORto the surety and to credit bureau organizations.

Default. In the event that: (a) The Company LESSEE shall default in the payment of any installment of rent or other sum herein specified and such default shall continue for ten (10) days after written notice thereof; or (b) The LESSEE shall default in the observance or performance of any other of the LESSEE'S covenants, agreements, or obligations thereunder and such default shall not be corrected within thirty (30) days after written notice thereof; or (c) The LESSEE shall be declared bankrupt or insolvent according to law, or, if any assignment shall be made of LESSEE'S property for the benefit of creditors, then the LESSOR shall have the right thereafter, while such default continues, to re-enter and take complete possession of the leased premises, to declare the term of this lease ended, and remove the LESSEE'S effects, without prejudice to any remedies which might be otherwise used for arrears of rent or other default. The LESSEE shall indemnify the LESSOR against all loss of rent and other payments which the LESSOR may incur by reason of such termination during the residue of the term, provided however the LESSOR shall be required to take reasonable steps to mitigate its loss. If the LESSEE shall default, after reasonable notice thereof, in default the observance or performance of any conditions or covenants on LESSEE'S part to be observed or performed under this Note upon the occurrence or by virtue of any of the following events: 2.1 The Company fails to timely perform provisions in any of its obligations under, or otherwise breaches any covenants or warranties article of this Note; 2.2 Any statementlease, representationthe LESSOR, without thereby waiving such default, may remedy such default for the account and at the expense of the LESSEE. If the LESSOR makes any expenditures or warranty made incurs any obligations for the payment of money in connection therewith, including but not limited to, reasonable attorney's fees in instituting, prosecuting or defending any action or proceeding, such sums paid or obligations incurred, with interest at the rate of ten (10) per cent per annum and costs, shall be paid to the LESSOR by the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations LESSEE as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the modifications or adjustment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORadditional rent.

Default. The Company shall be in default under this Note upon the occurrence of any one or more of the following events:shall con- stitute an Event of Default hereunder. 2.1 The Company (A) Seller fails to timely perform pay any of its obligations under, amount owed to Buyer as and when due; (B) There shall be commenced by or otherwise breaches against Seller any covenants voluntary or warranties of this Note; 2.2 Any statement, representation, or warranty made by the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition involuntary case under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its propertiesCode, or shall make an any assignment for the benefit of creditors, or appointment of a receiver or custodian for any of its assets; (C) Seller shall initiate become insolvent in that its debts are greater than the fair value of its assets, or have initiated Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against itor attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, voluntarily agreement, warranty, or involuntarilyrep- resentation set forth herein, and the same is not cured to Buyer's satisfaction within ten (1 0) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any actterm of any document, processinstrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or proceedings fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof (G) An event of default shall occur under any insolvency law or other statute or law providing for the modifications or adjustment guaranty executed by any guarantor of the rights Obligations of creditors. UPON ANY EVENT OF DEFAULTSeller to Buyer under this Agreement, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUEor any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEESincluding by operation of law; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS H) A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORdefault or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreement.

Default. Upon the occurrence of any Event of Default (defined below), ALS Holdings shall have the affirmative obligation to notify PSLT-ALS Holdings as soon as it knows of any such event. The Company shall be in default under this Note upon the occurrence of any of the following eventsevents shall constitute an "Event of Default" under this Agreement, and in connection therewith, PSLT-ALS Holdings shall have the right to exercise any rights or remedies available in this Agreement, at law or in equity: 2.1 The Company fails (i) Any default by any of the Alterra Lessees under the terms of their respective Property Leases with the Provident Lessors, and the continuation of such default beyond any applicable notice and cure period therefor; (ii) ALS Holdings' failure to timely pay when due hereunder any of the Alterra Rent Payments (whether due to a Wrongful Distribution or otherwise) and such failure is not cured within five (5) Business Days; (iii) ALS Holdings' failure to perform any other of the terms, covenants or conditions contained in this Agreement if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, ALS Holdings does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if (w) ALS Holdings or Guarantor becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its obligations underassets, or otherwise breaches (x) any covenants of the foregoing are filed against ALS Holdings or warranties Guarantor and such petition or appointment shall not have been set aside within ninety (90) days from the date of this Notesuch petition or appointment, or (y) ALS Holdings or Guarantor makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or (z) ALS Holdings' or Guarantor's interest in all or portion of the Total Revenues is attached, levied upon, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; 2.2 Any statement(v) if either of ALS Holdings or Guarantor is liquidated or dissolved, representationor begins proceedings toward such liquidation or dissolution, or in any manner permits the sale or divestiture of substantially all of its assets; (vi) a default occurs under Paragraph 6; (vii) Intentionally Deleted; (viii) if any material representation or warranty made by or on behalf of ALS Holdings under this Agreement shall prove to be false or misleading in any material respect on the Company date when made and the same has a material adverse effect on the financial condition of ALS Holdings or its agents ALS Holdings' ability to Holder perform under this Agreement or the Lease Guaranty (as defined in the Property Leases); (ix) if any material representation or warranty made by or on behalf of Guarantor under the Guaranty shall prove to have been false or materially misleading in any material respect on the date when made; and/or, 2.3 The Company shall become insolvent, made and the same has a material adverse effect on the financial condition of Guarantor or unable Guarantor's ability to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition perform under the United States Bankruptcy Code Guaranty; (x) Intentionally Deleted; (xi) the issuance or entry against Guarantor of any final, unappealable award or judgment (after any applicable appeal periods have expired) in an amount of One Million Six Hundred Thousand Dollars ($1,600,000.00) or more, and such award or judgment shall procure continue unsatisfied and in effect for a period of ten (10) consecutive days without ALS Holdings demonstrating, to PSLT-ALS Holdings' reasonable satisfaction, that an insurance policy exists that would cover such award or suffer judgment; or (xii) Intentionally Deleted; or (xiii) if Guarantor fails to perform any of the appointment terms, covenants or conditions contained in the Guaranty beyond any applicable notice and cure periods set forth therein. Notwithstanding anything to the contrary set forth in this Section 7(a), as to any Facility that is encumbered by one or more Facility Mortgages (any such encumbered Facility, an "Applicable Facility" and each Facility Mortgage encumbering the Applicable Facility, an "Applicable Facility Mortgage"), if and to the extent that: (A) a default occurs under clause (i), clause (ii), clause (iii), clause (vi) or clause (xiii) of this Section 7(a), and (B) such default arises solely as a result of a receiver for any substantial portion default under or relating to a Property Lease other than the Property Lease demising the Applicable Facility (and not as result of its properties, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings a default under any insolvency law or other statute or law providing for the modifications or adjustment of Property Lease demising the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTIONApplicable Facility), COURT COSTSthen, APPEALSprovided that no other independent Event of Default then exists under the Property Lease demising the Applicable Facility, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONSsuch default shall not constitute an Event of Default, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORunless the holders of each Applicable Facility Mortgage (if any) encumbering the Applicable Facility consents in writing to such default's constituting an Event of Default.

Default. The Company Tenant covenants that if the rent reserved by this Lease or any part thereof shall be in default under this Note upon unpaid when due, or if the occurrence of premises shall become vacant or actually unoccupied during the term, or if Tenant shall fail to perform any of the following events: 2.1 The Company fails to timely perform any of its obligations underconditions, covenants, provisions and agreements contained herein, or otherwise breaches any covenants or warranties of this Note; 2.2 Any statement, representationif a petition in bankruptcy shall be filed by Tenant, or warranty made if Tenant shall be adjudged bankrupt or insolvent by the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolventany court, or unable to meet its obligations as they become dueif a receiver or trustee in bankruptcy or a receiver of the property of Tenant shall be appointed in any suit, action or proceeding, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or if Tenant shall make an assignment for the benefit of creditors, or if an execution shall initiate or have initiated be issued against it, voluntarily or involuntarily, any act, processTenant, or proceedings under if Tenant's leasehold interest herein shall be levied upon, or if Tenant's leasehold interest herein shall by operation of law pass to any insolvency law person other than Tenant, then, in such events, Landlord may, subject to the applicable provisions of the laws of the State of North Carolina, at its option, without notice to Tenant or to any assignee, transferee, trustee, receiver or other statute person or law providing persons, with force or otherwise retake and recover possession of said premises and terminate this Lease and the term herein and hereby granted and demised; or, in each and every such case, Landlord at its option without notice to Tenant, or to any assignee, transferee, trustee, receiver or other person or persons, with force or otherwise, may enter said premises and relet the same as it may see fit, without avoiding or terminating this Lease and for the modifications purpose of such reletting Landlord may make such repairs in or adjustment to said premises as Landlord may deem necessary for the purpose of such reletting, and if a sufficient sum shall not be realized from such reletting after paying the costs, expenses and charges of such reletting and of the rights repairs in and to said premises to equal the rent hereinbefore covenanted to be paid by Tenant, then Tenant shall pay any deficiency thereby upon demand therefor and such deficiency shall be considered, construed and taken to be a debt provable in bankruptcy or receivership. On default, as herein defined, Landlord shall have the further right to take possession of creditors. UPON ANY EVENT OF DEFAULTany furniture or other property on said premises, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUEand to sell the same at public or private sale without notice, WITHOUT NOTICEand to apply the same to the payment of the rent due by these presents, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULTholding the Tenant liable for the deficiency, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORif any.

Default. The Company A Default shall be in default under this Note deemed to have occurred hereunder upon the occurrence happening of any one or more of the following events: 2.1 The Company fails following: (a) Client shall fail to timely perform pay as and when due any of its obligations underamount owed to Factor; (b) any Amended and Restated Factoring and Security Agreement - Xxxxx Instruments Corp. Obligor shall breach any covenant, warranty or otherwise breaches representation set forth herein or in any covenants Factoring Document or warranties of this Note; 2.2 Any statement, representation, or warranty made by the Company or its agents to Holder same shall prove to have been false or materially misleading be untrue when made; and/or, 2.3 The Company shall become insolvent(c) any Obligor becomes insolvent in that its debts are greater than the fair value of its assets or is unable to pay its debts as they mature, or admits in writing that it is insolvent or unable to meet pay its obligations debts, makes an assignment for the benefit of creditors, makes a conveyance fraudulent as to creditors under any state or federal law, or a proceeding is instituted by or against any Obligor alleging that such Obligor is insolvent or unable to pay debts as they become duemature, or shall file or have filed against it, voluntarily or involuntarily, a petition under any provision of Title 11 of the United States Bankruptcy Code Code, as amended, or any state insolvency proceeding is filed by or against any Obligor; (d) any involuntary lien, garnishment, attachment or the like shall be issued against or shall procure attach to the Accounts, the Collateral or suffer any portion thereof and the appointment same is not released within ten (10) days; (e) any Obligor suffers the entry against it for a final judgment for the payment of money in excess of $100,000.00, unless the same is discharged within thirty (30) days after the date of entry thereof or an appeal or appropriate proceeding for review thereof is taken within such periods and a receiver for stay of execution pending such appeal is obtained; (f) any substantial portion report, certificate, schedule, financial statement, profit and loss statement or other statement furnished by Client, or by any Obligor or other person on behalf of Client, to Factor is not true and correct in any material respect; (g) Obligor shall have a federal or state tax lien filed against any of its properties, or shall make an assignment for benefit of creditorsfail to pay any federal or state tax when due, or shall initiate fail to file any federal or state tax form as and when due; (h) a material adverse change shall have initiated against itoccurred in Obligor’s financial conditions, voluntarily business or involuntarilyoperations; (i) any suspension of the operation of Obligor’s present business; (j) dissolution, any act, processmerger, or proceedings under consolidation of any insolvency law Obligor that is a corporation, partnership or other statute limited liability company; (k) transfer of a substantial part (determined by market value) of the property of any Obligor; (l) sale, transfer or law providing exchange, either directly or indirectly, of a controlling stock or equity ownership interest of any Obligor; (m) termination, unenforceability or withdrawal of any guaranty for the modifications Obligations, or adjustment failure of any Obligor to perform any of its obligations under such a guaranty or assertion by any Obligor that it has no liability or obligation under such a guaranty, (n) a default or event of default shall occur under the rights terms of creditorsany agreement between Client and Factor, or (o) Client shall breach any covenant or fail to perform any covenant in any agreement between Client and Factor. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONOR.

Default. The Company shall be in default under this Note upon Upon the occurrence of any one or more of the following events------- events (the "Events of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: 2.1 The Company fails (i) Tenant's failure to timely pay when due any regularly scheduled payment of Rent, or any other sum of money payable hereunder (whether as additional rent or otherwise) and such failure is not cured within ten (10) days after receipt of written notice thereof from Landlord (but Landlord shall be obligated to tender notice of such default only once in any given twelve (12) month period, and thereafter it shall be an Event of Default any time a required payment is not received within ten (10) days of the date such sum was due if Landlord has given notice of default relating to Tenant's failure to pay any regularly scheduled payment of Rent in the preceding twelve (12) month period); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional rent or otherwise) and such failure is not cured within thirty (30) days after receipt of written notice thereof from Landlord; (iii) Tenant's failure to perform any of its obligations underthe other terms, or otherwise breaches any covenants or warranties conditions contained in this Lease if not remedied within thirty (30) days after receipt of this Notewritten notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after written notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such "Cure Period" extend beyond one hundred twenty (120) days after written notice thereof; 2.2 Any statement, representation, (iv) if Tenant becomes bankrupt or warranty made by the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable files any debtor proceedings, or files pursuant to meet any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its obligations assets, and such petition or appointment shall not have been set aside within sixty (60) days from the date of such petition or appointment, or if any of the foregoing are filed against Tenant, or if Tenant makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or shall file if Tenant's interest in this Lease is attached, seized or have filed against itmade subject to any other judicial seizure and such seizure or attachment is not discharged within sixty (60) days; (v) Tenant's failure to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Premises or any part thereof is voluntarily or involuntarilyinvoluntarily transferred, assigned, conveyed, levied upon or attached in any proceeding, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 27 hereof; (viii) if Tenant ceases continuous operations on the Premises required by Paragraph 6(b) hereof; (ix) if there has been a petition notice of default under or a termination or relinquishment of the franchise or license pursuant to which Tenant or an Affiliate (as defined in Exhibit E) conducts business on or from --------- the Premises ("Franchise"), provided that such event shall not constitute an Event of Default if (i) no other Event of Default enumerated in this Paragraph 20 shall occur and be continuing, and (ii) at a date no later than the period allowed to Tenant pursuant to the Franchise to cure such default, termination or relinquishment, Tenant or an Affiliate has cured such default thereunder so that there is no default, termination or relinquishment of the Franchise, or Tenant has entered into a written new or amended Franchise for operation of motor vehicle retail or motor vehicle related businesses at the Premises with a substitute franchisor or licensor acceptable to Landlord on terms and conditions acceptable to Landlord, which acceptance shall not be unreasonably withheld or delayed; (x) Tenant's failure to provide Landlord immediate notice of Tenant's receipt of notice of (A) a default or potential default by Tenant under the United States Bankruptcy Code Franchise, or shall procure (B) the franchisor's intent to terminate, suspend or suffer not renew the appointment of a receiver for Franchise; (xi) if Tenant or any substantial portion of its properties, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings Affiliates defaults under any insolvency law other lease with Landlord or other statute an Affiliate of Landlord, unless such default is premised upon a default, suspension or law providing for termination of any Franchise agreement; and (xii) if Guarantor violates the modifications or adjustment provisions of Section 9 of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORGuaranty.

Default. a. The Company shall be in default under this Note upon the occurrence of any of the following events:shall constitute a default and breach of this Lease by Tenant (a “Default” or “Event of Default”): 2.1 (i) Any failure by Tenant to pay the Rent or to make any other payment required to be made by Tenant hereunder within ten (10) days of date due; (ii) The Company fails abandonment of the Premises by Tenant; (iii) Any failure by Tenant to timely observe and perform any of its obligations underunder this Lease, where such failure continues for fifteen (15) days (except where a different period of time is specified in this Lease) after Landlord has given Tenant written notice or such other notice as may be required by law; (iv) Tenant makes, or otherwise breaches has made, or furnishes, or has furnished, any covenants warranty, representation or warranties of statement to Landlord in connection with this NoteLease, or any other agreement to which Tenant and Landlord are parties, which is or was false or misleading in any material respect when made or furnished; 2.2 (v) Any statementsubstantial portion of the assets of Tenant is transferred or any material obligation is incurred by Tenant, representationunless such transfer or obligation is incurred in the ordinary course of Tenant’s business or in good faith for fair equivalent consideration, or warranty made by and with Landlord’s consent; (vi) Tenant becomes insolvent as defined in the Company Federal Bankruptcy Code, admits in writing its insolvency or its agents present or prospective inability to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet pay its obligations debts as they become due, is unable to or shall file does not pay all or any material portion (in number or dollar amount) of its debts as they become due, permits or suffers a judgment to exist against it which affects Tenant’s ability to conduct its business in the ordinary course (unless enforcement thereof is stayed pending appeal), makes or proposes an assignment for the benefit of creditors or any class thereof for purposes of effecting a moratorium upon or extension or composition or its debts, proposes any such moratorium, extension or composition, or commences or proposes to commence any bankruptcy, reorganization or insolvency proceeding, or other proceeding under any federal, state or other law for the relief of debtors; (vii) Tenant fails to obtain the dismissal, within thirty (30) days after the commencement thereof, of any bankruptcy, reorganization or insolvency proceeding, or other proceeding under any law for the relief of debtors, instituted against it by one or more third parties, or fails actively to oppose any such proceeding, or, in any such proceeding, defaults or files an answer admitting the material allegations upon which the proceeding was based or alleges its willingness to have filed against itan order for relief entered or its desire to seek liquidation, voluntarily reorganization or involuntarilyadjustment of any of its debts; (viii) Any receiver, a petition under the United States Bankruptcy Code trustee or shall procure custodian is appointed to take possession of all or suffer the appointment of a receiver for any substantial portion of its propertiesthe assets of Tenant, or shall make an assignment for benefit any committee of Tenant’s creditors, or any class thereof is formed for the purpose of monitoring or investigating the financial affairs of Tenant or enforcing such creditors’ rights. b. In the event of any such default by Tenant, then in addition to any other remedies available to Landlord at law or in equity, Landlord shall initiate have the option to immediately terminate this Lease and all rights of Tenant hereunder by giving written notice of such intention to terminate. In the event that Landlord shall elect to so terminate the Lease then Landlord may recover from Tenant: (i) any unpaid Rent which shall have accrued at the time of such termination; plus (ii) the entire amount of unpaid Rent for the balance of the term which amount shall, at Landlord’s option, be immediately due and payable; plus (iii) any other amount necessary to compensate Landlord for Landlord’s loss or damage caused directly or indirectly by Tenant’s failure to perform its obligations under this Lease including, but not limited to, reasonable attorney’ fees and costs; plus (iv) at Landlord’s election, such other amounts in addition to or in lieu of the foregoing, as may be permitted from time to time by applicable law. c. In the event of any such default by Tenant, Landlord shall also have initiated against itthe right, voluntarily with or involuntarilywithout terminating this Lease, to re-enter and to take possession of the Premises and to remove all persons and property from the Premises. Landlord is hereby granted a lien, in addition to any statutory lien or right to distrain that may exist, on all personal property of Tenant in or upon the Premises, to assure payment of the Rent and performance of the covenants and conditions of this Lease. Landlord shall have the right, as agent of Tenant, to take possession of all personal property of Tenant found in or about the Premises including, without limitation, furniture and fixtures of Tenant and, to sell the same at public or private sale and to apply the proceeds thereof to the payment of any monies due or becoming due under this Lease, or to remove all such effects and store same in a public warehouse or elsewhere at the cost of and for the account of Tenant, or any other owner or occupant, Tenant hereby waiving the benefit of all laws exempting property from execution, levy and sale on distress or judgment. d. In the event of the vacation of or abandonment of the Premises by Tenant, or in the event that Landlord shall elect to re-enter as provided above or shall take possession of the Premises pursuant to legal proceeding or pursuant to any notice provided by law, then if Landlord does not elect to terminate this Lease as provided in this Section, Landlord may from time to time, without terminating this Lease, either recover all Rent as it becomes due or relet the Premises or any part thereof for such term or terms and at such rental or rentals and upon such other terms and conditions as Landlord in its sole discretion may deem advisable with the right to make alterations and repairs to the Premises. e. In the event that Landlord shall elect to so relet, then rentals received by Landlord from such reletting shall be applied: first, to the payment of any indebtedness other than Rent due hereunder from Tenant to Landlord; second, to the payment of any cost of such reletting, including but not limited to broker’s commissions and reasonable attorneys’ fees; third, to the payment of the cost of any alterations and repairs to the Premises; fourth, to the payment of Rent due and unpaid hereunder; and the residue, if any, shall be held by Landlord and applied in payment of future Rent as the same may become due and payable hereunder. Should any such reletting result in the payment of rentals less than the Rent payable by Tenant hereunder, then Tenant shall pay such deficiency to Landlord immediately upon demand therefor by Landlord. Tenant shall also pay Landlord as soon as ascertained, any act, process, costs and expenses incurred by Landlord in such reletting or proceedings under any insolvency law in making such alterations and repairs not covered by the rentals received from such reletting. f. No re-entry or other statute or law providing for the modifications or adjustment taking possession of the rights Premises by Landlord pursuant to this Section shall be construed as an election to terminate this Lease unless written notice of creditorssuch intention be given to Tenant. UPON ANY EVENT OF DEFAULTNotwithstanding any reletting without termination by Landlord because of any default by Tenant, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUELandlord may at any time after such reletting, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORelect to terminate this Lease for any such default.

Default. (a) The Company following events shall be in deemed to be events of default (herein so called) by Tenant under this Note upon Lease: (i) Tenant shall fail to pay any rental or other sum [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. payable by Tenant hereunder as and when such rental or other sum becomes due and payable and such failure continues for 5 business days after written notice thereof from Landlord; provided, however, Landlord shall not be obligated to provide notice more than two (2) times in any twelve (12) month period; (ii) Tenant shall fail to comply with any other provision, condition or covenant of this Lease and any such failure is not cured within thirty (30) days after Landlord gives written notice of such failure to Tenant (or if such failure is not capable of being cured within such 30 day period, the occurrence cure is not commenced within 30 days and diligently pursued to completion not to exceed 90 days); (iii) Tenant shall assign this Lease or sublet all or any part of the Premises or grant any license, concession or other right of occupancy of any portion of the following events: 2.1 The Company fails Premises, without the prior written consent of Landlord except as otherwise allowed under this Lease; (iv) any petition shall be filed by or against Tenant or any guarantor of Tenant’s obligations under this Lease pursuant to timely perform any section or chapter of its obligations under, the present federal Bankruptcy Act or otherwise breaches under any covenants future federal Bankruptcy Act or warranties under any similar law or statute of this Note; 2.2 Any statement, representation, or warranty made by the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or any state thereof (which as to any involuntary petition shall procure not be and remain discharged or suffer the appointment stayed within a period of a receiver for any substantial portion of sixty (60) days after its propertiesentry), or Tenant or any guarantor of Tenant’s obligations under this Lease shall be adjudged bankrupt or insolvent in proceedings filed under any section or chapter of the present federal Bankruptcy Act or under any future federal bankruptcy act or under any similar law or statute of the United States or any state thereof; (v) Tenant or any guarantor of Tenant’s obligations under this Lease shall become insolvent or make a transfer in fraud of creditors; (vi) Tenant or any guarantor of this Lease shall make an assignment for the benefit of creditors; or (vii) a receiver or trustee shall be appointed for Tenant or any guarantor of this Lease or for any of the assets of Tenant or any guarantor of this Lease. (b) Upon the occurrence of any event of default, Landlord shall have the option to do any one or more of the following without any further notice or demand, in addition to and not in limitation of any other remedy permitted by law or by this Lease: (i) Enforce, by all legal suits and other means, its rights hereunder, including the collection of Base Rental, Tenant’s Additional Rental and other sums payable by Tenant hereunder without reentering or resuming possession of the Premises and without terminating this Lease; and (ii) Terminate this Lease by issuing written notice of termination to Tenant, in which event Tenant shall immediately surrender the Premises to Landlord. Tenant shall pay to Landlord as damages on the same days as Base Rental, Tenant’s Additional Rental and other payments which are expressed to be due under the provisions of this Lease, the total amount of such Base Rental, Tenant’s Additional Rental and other payments, less such part, if any, of such payments that Landlord shall have been able to collect from a new tenant upon reletting. Landlord shall use reasonable efforts to mitigate damages by reletting the Premises. Landlord shall have the right at any time to demand final settlement. Upon demand for a final settlement, Landlord shall have the right to receive, and Tenant hereby agrees to pay, as damages for Tenant’s breach, the difference between the total rental provided for in this Lease for the remainder of the Lease Term and the reasonable rental value of the Premises for such period, such difference to be discounted to present value at a rate equal to the rate of interest allowed by law (at the time the demand for final settlement is made) when the parties to a contract have not agreed on any particular rate of interest (or, in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. absence of such law, at the rate of 6% per annum). Tenant agrees to reimburse Landlord immediately upon demand for any reasonable expenses which Landlord may incur in its actions pursuant to this Subparagraph, and Tenant further agrees that Landlord shall not be liable for damages resulting to Tenant from such action unless caused by the negligence of Landlord. In addition to all remedies specified above, if Tenant is delinquent in rentals or other monetary payments due under the Lease, Landlord may enter upon the Premises and change, alter, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for modify the modifications or adjustment door locks on all entry doors of the rights Premises, and permanently or temporarily exclude Tenant, and its agents, employees, representatives and invitees, from the Premises; and in such event, Landlord shall not be obligated to provide Tenant with a key to reenter the Premises until such time as all delinquent rent and other amounts due under this Lease have been paid in full, and only during Landlord’s Normal Business Hours. Landlord’s exclusion of creditors. UPON ANY EVENT OF DEFAULTTenant from the Premises pursuant to the immediately preceding sentence shall not constitute a permanent exclusion of Tenant from the Premises or a termination of this Lease unless Landlord so notifies Tenant in writing; moreover, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUELandlord shall not be obligated to place a written notice on the Premises on the front door thereof explaining Landlord’s action or stating the name, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORaddress or telephone number of any individual or company from which a new key may be obtained.

Default. The Company Borrower shall be in default under this Note Agreement upon the occurrence happening of any one or more of the following events: 2.1 The Company (a) the Borrower fails to timely perform pay when due any amount payable on the Loan and such nonpayment is not remedied within ten (10) business days after written notice thereof to the Borrower and JMS Holdings, LLC, the owner of its obligations underthe Development Property (“JMS”), by the City; (b) the Borrower is in breach in any material respect, of any obligation or agreement under this Agreement (other than nonpayment of any amount payable on the Loan) and remains in breach in any material respect for thirty (30) business days after written notice thereof to the Borrower and JMS by the City; provided, however, that if such breach shall reasonably be incapable of being cured within such thirty (30) business days after notice, and if the Borrower commences and diligently prosecutes the appropriate steps to cure such breach, no default shall exist so long as the Borrower is proceeding to cure such breach; (c) if any material covenant, warranty, or otherwise breaches any covenants or warranties representation of this Note; 2.2 Any statement, representation, or warranty made by the Company or its agents to Holder Borrower shall prove to have been false be untrue in any material respect, provided such covenant, warranty or materially misleading when maderepresentation of the Borrower remains untrue in any material respect for thirty (30) business days after written notice thereof to the Borrower and JMS by the City; and/or,provided, however, that if such untruth shall reasonably be incapable of being corrected within such thirty (30) business days after notice, and if the Borrower commences and diligently prosecutes the appropriate steps to correct such untruth, no default shall exist so long as the Borrower is so proceeding to correct such untruth; 2.3 The Company shall become insolvent(d) the Borrower, on or unable after the Initial Disbursement Date, fails to meet pay its obligations debts as they become due, makes an assignment for the benefit of its creditors, admits in writing its inability to pay its debts as they become due, files a petition under any chapter of the Federal Bankruptcy Code or shall file any similar law, state or have filed federal, now or hereafter existing, becomes “insolvent” as that term is generally defined under the Federal Bankruptcy Code, files an answer admitting insolvency or inability to pay its debts as they become due in any involuntary bankruptcy case commenced against it, voluntarily or involuntarily, fails to obtain a petition under dismissal of such case within sixty (60) days after its commencement or convert the United States case from one chapter of the Federal Bankruptcy Code to another chapter, or shall procure be the subject of an order for relief in such bankruptcy case, or suffer the appointment of be adjudged a bankrupt or insolvent, or has a custodian, trustee, or receiver appointed for it, or has any substantial portion court take jurisdiction of its propertiesproperty, or shall make an assignment any part thereof, in any proceeding for benefit the purpose of creditorsreorganization, arrangement, dissolution, or shall initiate or have initiated against itliquidation, voluntarily or involuntarilyand such custodian, any act, processtrustee, or proceedings under any insolvency law receiver is not discharged, or other statute such jurisdiction is not relinquished, vacated, or law providing for the modifications or adjustment stayed within sixty (60) days of the rights appointment; (e) a final judgment is entered against the Borrower that the City reasonably deems will have a material, adverse impact on the Borrower’s ability to comply with the Borrower’s obligations under this Agreement; (f) the Borrower sells, conveys, transfers, encumbers, or otherwise disposes of creditors. UPON ANY EVENT OF DEFAULTall or any part of its interest in the Development Property/Equipment without the prior written approval of the City; (g) the Borrower merges or consolidates with any other entity without the prior written approval of the City; or (h) there is a loss, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUEtheft, WITHOUT NOTICEsubstantial damage, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS or destruction of all or any part of the Collateral that is not remedied to the City’s satisfaction within sixty (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONOR60) business days after written notice thereof by the City to the Borrower.

Default. The Each of the following events shall be an “Event of Default” hereunder: (a) if Company shall be in default fail to pay timely any of the principal or interest due under this Note upon on the occurrence of any of date the same becomes due and payable and such default is not cured within five (5) days following events:written notice thereof by Seller to Company; 2.1 The (b) if Company fails shall fail to timely perform perform, in the time and manner required, any of its obligations or covenants under, or otherwise breaches shall fail to comply with any covenants or warranties of the provisions of, this Note, which does not involve the failure to make a payment when due (be it principal or interest), and such default is not cured within thirty (30) days following written notice thereof by Seller to Company; 2.2 Any statement(c) if a default or event of default with respect to any Senior Debt (as defined in Section 12 below) has occurred and is continuing and the holders of such Senior Debt have accelerated the maturity of such Senor Debt; (d) if any member of HoldCo Group files any petition or commences any case or other proceeding with respect thereto for relief under any bankruptcy, representationreorganization, arrangement, insolvency, readjustment of debt, liquidation, or warranty made by moratorium law or any other law for the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolventrelief of, or unable to meet its obligations as they become duerelating to, debtors, now or hereafter in effect, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for makes any substantial portion of its properties, or shall make an assignment for the benefit of creditors, or shall initiate admits in writing its inability to pay or have initiated against it, voluntarily generally fails to pay its debts as they mature or involuntarily, any act, processbecome due, or proceedings takes any corporate action in furtherance of any of the foregoing; or (e) if an involuntary petition is filed or any case or other proceeding is commenced against any member of HoldCo Group (unless such petition is dismissed or discharged within ninety (90) days) under any insolvency law bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, liquidation or moratorium statute now or hereafter in effect, or a custodian, receiver, trustee, liquidator, assignee for the benefit of creditors (or other statute similar official) is applied for or law providing appointed for the modifications any member of HoldCo Group or adjustment is applied for or appointed to take possession, custody or control of the rights any property of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORsuch member of HoldCo Group.

Default. The Company shall be in default under this Note upon the occurrence of If any of the following eventsEvents of Default shall occur: 2.1 The Company fails (a) the Borrower shall fail to timely perform pay any principal of its obligations underany Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or otherwise breaches at a date fixed for prepayment thereof or otherwise; (b) the Borrower shall fail to pay any covenants interest on any Loan or warranties any fee or any other amount (other than an amount referred to in clause (a) of this NoteSection) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for five Business Days; 2.2 Any statement, representation, (c) any representation or warranty made or deemed made by or on behalf of the Company Borrower or its agents any Subsidiary in or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any report, certificate, financial statement or other document furnished pursuant to Holder or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been false materially incorrect when made or materially misleading deemed made; (d) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in this Agreement or any other Loan Document; (e) the Borrower or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when made; and/or, 2.3 The Company and as the same shall become insolventdue and payable; (f) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or unable to meet require the prepayment, repurchase, redemption or defeasance thereof, prior to its obligations scheduled maturity; provided that this clause (f) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness provided that such sale or transfer is otherwise permitted by this Agreement; (g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (h) the Borrower or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (g) of this Section, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; (i) the Borrower or any Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (j) one or more judgments for the payment of money in an aggregate amount in excess of $1,000,000 shall be rendered against the Borrower, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall file be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Subsidiary to enforce any such judgment; (k) an ERISA Event shall have filed against itoccurred that, voluntarily in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; (l) a Change in Control shall occur; (m) Xxxxx X. Xxxxxxxx shall cease to be involved in the management of the Borrower for any period of time in excess of 90 consecutive days, provided that during such 90-day period the Borrower shall diligently proceed to replace such Person with an individual having comparable qualifications and experience as such Person; (n) a Material Adverse Effect shall occur; (o) this Agreement or involuntarilyany other Loan Document shall cease to be in full force and effect or shall be declared null and void or the validity or enforceability thereof shall be contested or challenged by the Borrower or any Subsidiary or any of their respective shareholders, or the Borrower or any Guarantor shall deny that it has any further liability or obligation under any of the Loan Documents, or any Lien created by the Loan Documents shall for any reason cease to be a petition valid, first priority perfected security interest in and Lien upon any of the Collateral purported to be covered thereby; or (p) the Borrower or any Subsidiary, or any of their properties, revenues or assets shall become subject to an order of forfeiture, seizure or divestiture and the same shall not have been discharged within 30 days from the date of entry thereof. then, and in every such event (other than an event with respect to the Borrower described in clause (g) or (h) of this Section), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (g) or (h) of this Section, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, protest, or other formalities of any kind, all of which are hereby waived by the Borrower. If any Event of Default shall occur and be continuing, the Administrative Agent may exercise all rights and remedies available to it in law or in equity, under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its propertiesLoan Documents, or shall make an assignment otherwise, including, without limitation, the right to foreclose or otherwise enforce any Lien granted to the Administrative Agent for the benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for itself and the modifications or adjustment Lenders to secure payment and performance of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORObligations.

Default. The Company An event of default (“Default”) shall be in default under this Note arise hereunder upon the occurrence of any one or more of the following eventsand the expiration of any applicable cure period: 2.1 The Company (a) Trustor fails to timely perform any occupy the Property as Trustor’s principal residence; (b) The sale, conveyance, encumbrance, refinance or other transfer of its obligations underthe Property including without limitation, the lease or rental of the Property in violation of the Property Restriction Agreement; (c) An event of default arises under the City Note, the Property Restriction Agreement, or otherwise breaches under any covenants or warranties loan secured by the Property and such default remains uncured following the expiration of this Noteany applicable cure period; 2.2 Any statement(d) Trustor fails to pay when due any sum payable pursuant to the City Note, representation, the Property Restriction Agreement or warranty made this Deed of Trust; (e) The Property is refinanced or encumbered in violation of the Property Restriction Agreement or this Deed of Trust; (f) Trustor fails to maintain insurance on the Property as required by the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/orProperty Restriction Agreement and this Deed of Trust, 2.3 The Company shall become insolvent(g) Subject to Trustor’s right to contest the following charges, Trustor fails to pay prior to delinquency taxes or unable assessments due on the Property or fails to meet its obligations as they become duepay when due any other charge that may result in a lien on the Property, and Trustor fails to cure such default within twenty (20) days of date of delinquency, but in all events upon the imposition of any such tax or shall file other lien; (h) Trustor declares bankruptcy or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall make makes an assignment of assets for the benefit of creditors, or shall initiate an order for relief is entered under federal bankruptcy laws as to Trustor, or have initiated against itTrustor is adjudicated as insolvent or bankrupt pursuant to the provisions of any state or federal insolvency or bankruptcy, voluntarily or involuntarilyTrustor consents to, acquiesces in, or attempts to secure the appointment of, any actreceiver for all or any substantial part of the Property; (i) The occurrence of an event of default under any loan secured by the Property and the continuance of such default beyond the expiration of all applicable cure periods such that the holder of such loan has the right to accelerate such loan. (j) Trustor fails to observe or perform any other covenant, processcondition, or proceedings under agreement to be observed or performed by Trustor pursuant to the City Note, the Property Restriction Agreement or this Deed of Trust, including without limitation, the failure to pay any insolvency law or other statute or law providing for the modifications or adjustment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORsum due pursuant to any such document.

Default. The Company shall be It is hereby expressly agreed that should any default occur in the payment of principal or interest as stipulated above and such payment is not made wihtin five (5) days of the date such payment is due (provided that no grace period is provided for the payment of principal and interest due on the Maturity Date), or should any other default occur under this Note upon the occurrence of any of the following events: 2.1 The Company fails Loan Documents which is not cured within any applicable grace or cure period, then a default shall exist hereunder, and in such event the indebtedness evidenced hereby, including all sums advanced or accrued hereunder or under any other Loan Document, and all unpaid interest accrued thereon, shall, at the option of Lender and without notice to timely perform Borrower, at once become due and payable and may be collected forthwith, whether or not there has been a prior demand for payment and regardless of the stipulated date of maturity. In the event that any payment is not received by Lender on the date when due (subject to the applicable grace period), then in addition to any default interest payments due hereunder, Borrower shall also pay to Lender a late charge in an amount equal to five percent (5.0%) of its obligations underthe amount of such overdue payment. So long as any default exists hereunder, regardless of whether or not there has been an acceleration of the indebtedness evidenced hereby, and at all times after maturity of the indebtedness evidenced hereby (whether by acceleration or otherwise), interest shall accrue on the outstanding principal balance of this Note at a rate per annum equal to four percent (4.0%) plus the interest rate which would be in effect hereunder absent such default or maturity, or otherwise breaches if such increased rate of interest may not be collected under applicable law, then the maximum rate or interest, if any, which may be collected from Borrower under applicable law (the "Default Interest Rate"), and such default interest shall be immediately due and payable. Borrower acknowledges that it would be extremely difficult or impracticable to determine Xxxxxx's actual damages resulting from any covenants late payment or warranties default, and such late charges and default interest are reasonable estimates of those damages and do not constitute a penalty. The remedies of Lender in this Note or in the Loan Documents, or at law or in equity, shall be cumulative and concurrent, and may be pursued singly, successively or together in Xxxxxx's discretion. Time is of the essence of this Note; 2.2 Any statement, representation. In the event this Note, or warranty made any part hereof, is collected by the Company or its agents through an attorney-at-law, Xxxxxxxx agrees to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolventpay all costs of collection including, or unable to meet its obligations as they become duebut not limited to, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the modifications or adjustment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORreasonable attorneys' fees.

Default. The Company shall be in default under this Note upon 15.1. If during the occurrence of Term any one or more of the following eventsacts or occurrences shall happen, it shall constitute an Event of Default hereunder: 2.1 The Company fails (i) Tenant shall fail to timely perform pay any Base Rent, Additional Rent or other sum of its obligations under, money due hereunder or otherwise breaches under the Work Agreement when such sum is due and such failure shall continue for a period of five (5) business days after said sums are due; or (ii) Tenant shall fail to comply with any covenants or warranties provision of this Note;Lease or under the Work Agreement or any other agreement between Landlord and Tenant not requiring the payment of money, all of which terms, provisions and covenants shall be deemed material and such failure shall continue for a period of thirty (30) days after written notice of such default is given to Tenant, provided however, that if such default is capable of being cured within a reasonable period, but cannot be cured within such thirty (30) day period, then Tenant shall have such period of time longer than thirty (30) days as is reasonably but minimally required to cure such default with all due diligence; or 2.2 Any statement, representation, (iii) the leasehold hereunder demised shall be taken on execution or warranty made by the Company or its agents to Holder shall prove to have been false or materially misleading when madeother process of law in any action against Tenant; and/or,or 2.3 The Company (iv) Tenant shall become insolvent, insolvent or unable to meet pay its obligations debts as they become due, or shall Tenant notifies Landlord that it anticipates either condition; or (v) Tenant takes any action to, or notifies Landlord that Tenant intends to file or have filed against it, voluntarily or involuntarily, a petition under any section or chapter of the national Bankruptcy Code, as amended from time to time, or under any similar law or statute of the United States Bankruptcy Code or any State thereof, or a petition shall procure be filed against the Tenant under any such statute or suffer Tenant or any creditor of Tenant notifies Landlord that it knows such a petition will be filed; or (vi) a receiver or trustee shall be appointed for Tenant’s leasehold interest in the appointment Premises or for all or a substantial part of the assets of Tenant. Provided, however, that the conditions described in subparagraphs (iii), (iv) and (v) above shall not be deemed to be an Event of Default, if Tenant is not otherwise in default of any of the terms and conditions of this Lease at the time that such event occurs, and Tenant continues to utilize the Premises in the usual course of business, and not for the purpose of liquidation or dissolution of a receiver for any substantial portion of its propertiesbankrupt estate, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the modifications or adjustment and Tenant fully and faithfully performs all of the rights terms and conditions of creditors. UPON ANY EVENT OF DEFAULTthis Lease during such insolvency, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORbankruptcy or receivership.

Default. The Company In the event that (a) the Base Rent or other charges required by this Lease are not paid within ten (10) days after the date due; (b) Tenant fails to comply with any term, provision, condition or covenant of this Lease (other than the payment of Base Rent or other charges), and Tenant shall not cure such default within fifteen (15) days after notice to Tenant of such failure to comply; (c) the Premises shall be in default deserted or vacated; (d) any petition is filed by or against Tenant under this Note upon the occurrence any section or chapter of any of the following events: 2.1 The Company fails to timely perform any of its obligations under, or otherwise breaches any covenants or warranties of this Note; 2.2 Any statement, representation, or warranty made by the Company or its agents to Holder shall prove to have been false or materially misleading when madebankruptcy act; and/or, 2.3 The Company (e) Tenant shall become insolvent, insolvent or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, make a petition under the United States Bankruptcy Code or shall procure or suffer the appointment transfer in fraud of a receiver for any substantial portion of its properties, or creditors; (f) Tenant shall make an assignment for the benefit of creditors; (g) a receiver of trustee is appointed for a substantial part of the assets of Tenant and within thirty (30) days thereafter Tenant fails to secure a discharge thereof or (h) this leasehold interest of Tenant is levied upon under execution, or then, in any such events, Landlord shall initiate or have initiated against it, voluntarily or involuntarily, the option to do any act, process, or proceedings under of the following in addition to and not in limitation of any insolvency remedy permitted by law or other statute by this Lease: Terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord, but if Tenant fails to do so, Landlord may, without further notice, enter upon the Premises and expel or law providing remove Tenant and Tenant’s effects, by force and without court proceedings, and without being liable to prosecution or any claim for damages therefor; and Tenant agrees to indemnify Landlord for all loss and damage which Landlord may suffer by reason of such Lease termination, whether through inability to relet the Premises or through decrease in rent or otherwise. Without terminating this Lease, enter upon the Premises as the agent of Tenant, without being liable to prosecution or any claim for damages thereon, and relet the Premises as the agent of Tenant, and receive the rent therefor and Tenant shall pay Landlord any deficiency that may arise by reason of such reletting, together with Landlord’s expenses incurred in such reletting, on demand at any time and from time to time. Refrain from terminating this Lease but terminate Tenant’s right of possession until such default is cured, either by legal action or by force and without court proceedings, and in such case Landlord may enforce against Tenant the provisions of this Lease for the modifications unexpired Term hereof. Declare all Base Rent and other payments for the entire unexpired Term of this Lease at once due and payable, and if not paid forthwith upon Lessor’s demand, then to resort to legal process for collection of all accelerated payments due under this Lease. Recover, in addition to any other damages set forth in this Lease or adjustment permitted at law or equity, all of Landlord’s expenses incurred with respect to Tenant’s default, including without limitation reasonable attorney’s fees, commissions, and costs of repair, renovation or alteration of the rights of creditorsPremises. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORTake any other actions or remedies permitted by law.

Default. The Company occurrence of any one of the following events shall constitute an event of default on the part of Tenant ("Default"): (a) The abandonment of the Premises by Tenant; (b) Failure to pay any installment of Base Rent, Additional Rent or any other monies due and payable hereunder, said failure continuing for a period of 3 days after the same is due; (c) A general assignment by Tenant or any guarantor for the benefit of creditors; (d) The filing of a voluntary petition in bankruptcy by Tenant or any guarantor, the filing of a voluntary petition for an arrangement, the filing of a petition, voluntary or involuntary, for reorganization, or the filing of an involuntary petition by Tenant's creditors or guarantors; (e) Receivership, attachment, of other judicial seizure of the Premises or all or substantially all of Tenant's assets on the Premises; (f) Failure of Tenant to maintain insurance as required by Paragraph 8.2; (g) Any breach by Tenant of its covenants under Paragraph 6.2; (h) Failure in the performance of any of Tenant's covenants, agreements or obligations hereunder (except those failures specified as events of Default in other Paragraphs of this Paragraph 13.1 which shall be governed by such other Paragraphs), which failure continues for 10 days after written notice thereof from Landlord to Tenant provided that, if Tenant has exercised reasonable diligence to cure such failure and such failure cannot be cured within such 10 day period despite reasonable diligence, Tenant shall not be in default under this Note upon subparagraph unless Tenant fails thereafter diligently and continuously to prosecute the occurrence of any of the following events: 2.1 The Company fails cure to timely perform any of its obligations under, or otherwise breaches any covenants or warranties of this Notecompletion; 2.2 (i) Any statement, representation, or warranty made by the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment transfer of a receiver for any substantial portion of its propertiesthe assets of Tenant, or shall make an assignment any incurrence of a material obligation by Tenant, unless such transfer or obligation is undertaken or incurred in the ordinary course of Tenants business or in good faith for benefit of creditorsequivalent consideration, or shall initiate or have initiated against it, voluntarily or involuntarily, with Landlord's consent; and (j) The default of any act, processguarantors of Tenant's obligations hereunder under any guaranty of this Lease, or proceedings under the attempted repudiation or revocation of any insolvency law or other statute or law providing for the modifications or adjustment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORsuch guaranty.

Default. The Company Borrower shall be in default under this Note Agreement and under any other agreement with the Lender upon the occurrence happening of any of the following events:events or conditions, without demand or notice from Lender (unless otherwise provided by law) (each, an "Event of Default"): 2.1 The Company fails (1) Failure of Borrower to timely perform pay when due any Obligation, whether by maturity, acceleration or otherwise under this Agreement, the Notes or any of the other Loan Documents. (2) Except with respect to the obligations of Borrower set forth in Section 6.10 and Section 6.18 of this Agreement, failure of Borrower to perform, or breach of, any of its obligations underagreements, warranties or representations set forth in this Agreement and such breach or failure continues for a period of five (5) days thereafter or in any agreement with any other person or organization for borrowed money or lease of real or personal property resulting in a right by such third party to accelerate the maturity of any amounts owed thereunder in an amount in excess of $50,000 provided that the Event of Default hereunder caused by the occurrence of a default under another agreement described in this Section shall be automatically cured for purposes of this Agreement upon the cure or waiver of the default under such other agreement. (3) Failure of the Borrower to perform, or otherwise breaches breach of, any covenants of its agreements, warranties or warranties representations set forth in Section 6.10 and Section 6.18 of this NoteAgreement; 2.2 Any statement, representation(4) Failure of the Borrower to perform, or warranty made by a breach of, any of its agreements, warranties or representations set forth in any of the Company Loan Documents and such failure or its agents breach continues for a period of five (5) days thereafter; (5) Borrower's failure to Holder shall prove to have been false perform any covenant or materially misleading when made; and/or, 2.3 The Company shall become insolventagreement, or unable breach of any representation or warranty, set forth in the letter agreement dated of even date herewith between Borrower and Lender wherein Borrower has agreed, among other things, not to meet its obligations as they become dueconsider, discuss or enter into any Acquisition Transaction with a party other than Lender for a specified period of time. (6) Material loss or theft, substantial damage or destruction or unauthorized sale or encumbrance of any material portion of the Collateral in excess of reasonably expected recoveries under insurance policies, or shall file the making of any levy on, or have filed seizure or attachment of a material portion of the Collateral; (7) Dissolution, liquidation, termination of existence, insolvency or business failure of the Borrower or the appointment of a custodian or receiver of any part of Borrower's property, or an assignment or trust mortgage for the benefit of creditors by Borrower, or the recording or existence of any lien for unpaid taxes, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against itBorrower, voluntarily or involuntarilyservice upon the Lender of any writ, summons, or process designed to affect any account or property of Borrower or a petition declaration of intent by Borrower to effect any of the foregoing; or (8) The institution by or against Borrower or any indorser or guarantor of any Note of any proceedings under the United States Bankruptcy Code or shall procure any other federal or suffer the appointment of a receiver for any substantial portion of its propertiesstate bankruptcy, or shall make an assignment for benefit of creditorsreorganization, or shall initiate or have initiated against itreceivership, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or similar law providing for the modifications or adjustment of affecting the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORcreditors generally or the making by the Borrower or any indorser or guarantor of any Note of an assignment or trust mortgage for the benefit of creditors or a declaration of intent by the Borrower to effect any of the foregoing.

Default. The Company shall be in default under this Note upon the occurrence of any 20.1 Each of the following eventsevents shall constitute, and is hereinafter referred to as, an "Event of Default": 2.1 The Company (a) Tenant's failure to pay any Base Rent, additional rent or any other sum which it is obligated to pay pursuant to this Lease, when and as due and payable hereunder; provided, however, no Event of Default shall be deemed to have occurred unless the subject default continues for a period of five (5) business days after Landlord delivers notice thereof to Tenant; provided, however, that no Event of Default shall be deemed to have occurred with respect to the first such default in any calendar year unless the subject default continues for a period of twenty (20) days after Landlord delivers notice thereof to Tenant; (b) Tenant's failure to observe and perform any other provision, term or covenant of this Lease to be observed or performed by Tenant; provided, however, no Event of Default shall be deemed to have occurred unless the subject default continues for a period of thirty (30) days after Landlord delivers notice thereof to Tenant, provided that if (i) the nature of the subject default is such that the same cannot reasonably be cured within such thirty (30) day period, and (ii) Tenant begins to cure the subject default promptly after its receipt of the corresponding notice from Landlord and is pursuing such cure in good faith and with diligence and continuity, then Tenant shall have such additional time, up to an additional thirty (30) days, as may be reasonably necessary to cure the default; (c) Tenant (i) fails to timely occupy and assume possession of the Premises within fifteen (15) business days after the Lease Commencement Date, or (ii) thereafter vacates or abandons the Premises for more than three (3) consecutive business days, except for those periods when Tenant is permitted to close the restaurant at the Premises pursuant to Section 6.2. 20.2 If there shall be an Event of Default, including an Event of Default prior to the Lease Commencement Date, then Landlord shall have the right, at its sole option, to terminate this Lease. In addition, with or without terminating this Lease, Landlord may, without notice to Tenant, re-enter, terminate Tenant's right of possession and take possession of the Premises. The provisions of this Article shall operate as a notice to quit, any other notice to quit or of Landlord's intention to re-enter the Premises being hereby expressly waived by Tenant. If necessary, Landlord may proceed to recover possession of the Premises under and by virtue of the Laws of the District of Columbia, or by such other proceedings, including re-entry and possession, as may be applicable. If Landlord elects to terminate this Lease and/or elects to terminate Tenant's right of possession, then everything contained in this Lease to be done and performed by Landlord shall cease, without prejudice, however, to Landlord's right to recover from Tenant all rent and other sums accrued through the later of termination or Landlord's recovery of possession. If Landlord is entitled, or if Tenant is required, pursuant to any provision of this Lease to take any action upon the expiration or earlier termination of the Lease Term, then Landlord shall be entitled and Tenant shall be required, to take such action also upon the termination of this Lease in accordance with the foregoing. No re-entry, repossession, repairs, alterations, additions or reletting of the Premises by Landlord shall be construed as an eviction or ouster of Tenant or an election on Landlord's part to terminate this Lease, unless notice of such intention is given to Tenant, nor shall any such re-entry, repossession, repairs, alterations, additions or reletting operate to release Tenant in whole or in part from any of Tenant's obligations hereunder. Notwithstanding that Landlord may have relet the Premises or any portion thereof without terminating this Lease, Landlord may at any time thereafter elect to terminate this Lease for any previous Event of Default. Whether or not this Lease and/or Tenant's right of possession is terminated, Landlord may, but shall not be obligated to, relet the Premises or any part thereof, alone or together with other premises, for such rent and upon such terms and conditions (which may include concessions or free rent and alterations of the Premises) as Landlord, in its sole discretion, may determine, but Landlord shall not be liable for, nor shall Tenant's obligations be diminished by reason of, Landlord's failure to relet the Premises or collect any rent due upon such reletting. Whether or not this Lease is terminated, Tenant nevertheless shall remain liable for any Base Rent and monthly additional rent and other sums and damages which may be due or sustained prior to the Event of Default, and all costs, fees and expenses (including without limitation attorneys' fees, brokerage fees and expenses incurred in placing the Premises in first-class rentable condition, advertising expense and any concessions or allowances granted by Landlord in connection with the reletting of the Premises or any portion thereof) incurred by Landlord in pursuit of its remedies and in renting the Premises to others from time to time. All of such costs and expenses shall be payable upon demand, together with interest at the Default Rate accruing from the date same were incurred by Landlord until paid to Landlord. Tenant shall also be liable for damages which shall include, without limitation, damages with respect to the Base Rent and monthly additional rent payable by Tenant under this Lease for the balance of the Lease Term. At Landlord's election, the damages payable by Tenant with respect to the Base Rent and monthly additional rent payable by Tenant under this Lease for the balance of the Lease Term shall be either: (a) an amount equal to the Base Rent and monthly additional rent which would have become due during the period commencing on the date upon which the subject Event of Default occurred through the remainder of the Lease Term, less the amount of rental, if any, which Landlord receives during such period from others to whom the Premises may be rented (other than any additional rent payable as a result of any failure of such other person to perform any of its obligations underobligations), which damages shall be computed and payable in monthly installments, in advance, on the first day of each calendar month following the subject Event of Default and continuing until the date on which the Lease Term would have expired but for the subject Event of Default. Separate suits may be brought to collect any such damages for any month(s), and such suits shall not in any manner prejudice Landlord's right to collect any such damages for any subsequent month(s), or otherwise breaches Landlord may defer any covenants or warranties such suit until after the expiration of the Lease Term, in which event the cause of action shall be deemed not to have accrued until the expiration of the Lease Term; or (b) an amount equal to the present value (as of the date of the termination of this Note; 2.2 Any statementLease) of the difference between (i) the Base Rent and monthly additional rent which would have become due during the period commencing on the date upon which the subject Event of Default occurred through the remainder of the Lease Term, representation, or warranty made by and (ii) the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under fair market rental value of the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing Premises for the modifications same period (net of all expenses (including attorneys' fees, brokers' commissions, advertising expenses, expenses incurred in placing the Premises in first-class rentable condition, and any concessions or adjustment allowances granted by Landlord in connection with the reletting of the rights Premises or a portion thereof) and all vacancy periods projected by Landlord to be incurred in connection with the reletting of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTIONthe Premises), COURT COSTSas determined by Landlord in its sole and absolute discretion, APPEALSwhich damages shall be payable to Landlord in one lump sum on demand. For purpose of this Subsection, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORpresent value shall be computed by discounting at a rate equal to one (1) whole percentage point above the discount rate in effect at the Federal Reserve Bank of New York on the date Landlord elects to obtain payment under this Subsection.

Default. The Company shall be in default under this Note upon the occurrence of any of the following events: 2.1 The Company fails to timely perform any of its obligations under, or otherwise breaches any covenants or warranties of this Note; 2.2 Any statement, representation, or warranty made by the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the modifications or adjustment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE STATUtE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONOR.

Default. The Company shall be in default If Applicant defaults under this Note upon Agreement, MRM may, at its option and without notice, declare the entire unpaid balance owed by Applicant under this agreement to be immediately due and payable or terminate the credit privileges of Applicant under this Agreement, or both. This occurrence of any of the following events: 2.1 The Company constitutes a default under this Agreement: (a) Applicant fails to timely perform fulfill any obligation or breaches any provision of this agreement; (b) Applicant or any guarantor of Applicant's indebtedness under this Agreement expires, tenninates existence, abandons its obligations underbusiness, becomes insolvent, becomes the subject of bankruptcy, receivership or similar proceedings, or otherwise breaches any covenants or warranties of this Note; 2.2 Any statement, representation, or warranty made by the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, makes a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall make an general assignment for the benefit of creditors; (c) any information now or hereafter supplied or representation now or hereafter made by or on behalf of Applicant to MRM is, or shall initiate is believed in good faith by MRM to be inaccurate, incomplete or have initiated against itfalse in any material respect; (d) any collateral that is security for Applicant's indebtedness under this agreement is lost, voluntarily suffers material damage or involuntarilydestruction, is levied upon, becomes subject to a receivership or cannot be located within five (5) days after MRM demands to inspect such collateral; or (e) any actother event that causes MRM, processin good faith, to deem itself insecure or proceedings to believe that the prospect of payment to MRM by Applicant is materially reduced. Binding Agreement, No Assig nment: This Agreement inures, to the benefit of MRM, its successors and assigns and is binding upon Applicant's heirs, legatees, devisees, personal representatives, successors and permitted assigns. Applicant may not assign or transfer this Agreement without the prior written consent of MRM. Waivers: MRM may, at its option, not object to an act or omission by Applicant or permit Applicant to remedy any default under the Agreement without MRM waiving the default so remedied or any insolvency law or other statute or law providing for the modifications or adjustment default by Applicant. Applicant waives notice of the rights default of creditors. UPON ANY EVENT OF DEFAULTthis Agreement and waives presentment, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUEdemand, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORprotest and notice of dishonor.

Default. The Company occurrence of any one or more of the following events shall constitute a default and breach of this Lease by Tenant: (a) The vacating or abandonment of the Premises by Tenant; (b) The failure by Tenant to make any payment of rent when due, where such failure continues for a period of five (5) days after written notice thereof by Landlord to Tenant; (c) The failure by Tenant to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Tenant, other than the payment of money, where such failure shall continue for a period of thirty (30) days after written notice thereof by Landlord to Tenant; provided, however, that if the nature of Tenant's default is such that more than 30 days are reasonably required for its cure, then Tenant shall not be deemed to be in default under this Note upon the occurrence if Tenant commences such cure within such 30-day period and thereafter diligently prosecutes such cure to completion; (d) The making by Tenant of any of general assignment or general arrangement for the following events: 2.1 The Company fails to timely perform any of its obligations under, or otherwise breaches any covenants or warranties of this Note; 2.2 Any statement, representation, or warranty made by the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall make an assignment for benefit of creditors, or shall initiate the filing by or against Tenant of a petition to have initiated Tenant adjudged a bankrupt, or a petition of reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against itTenant, voluntarily the same is dismissed within sixty (60) days), or involuntarilythe appointment of a trustee or a receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease where possession is not restored to Tenant within thirty (30) days, or the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where such seizure is not discharged within thirty (30) days; (e) An assignment or subletting, or a purported assignment or subletting, in violation of Section 13; or (f) If Tenant, any actof Tenant's owners or any entity in which Tenant has an ownership interest is a partner in the partnership entity which constitutes Landlord, process, a failure by such partner to perform any obligation or proceedings duty it may have as a partner in such partnership. The notices required under this Section 12.1 are the only notices required to be given by Landlord to Tenant in the event of Tenant's default and are not in addition to any insolvency law or other statute or law providing for statutory notices otherwise required by the modifications or adjustment unlawful detainer statutes of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORCalifornia.

Default. In the event that: (a) The Company LESSEE shall default in the payment of any installment of rent or other sum herein specified and such default shall continue for ten (10) days after written notice thereof; or (b) The LESSEE shall default in the observance or performance of any other of the LESSEE'S covenants, agreements, or obligations thereunder and such default shall not be corrected within thirty (30) days after written thereof; or (c) The LESSEE shall be declared bankrupt or insolvent according to law, or, if any assignment shall be made of LESSEE'S property for the benefit of creditors, then the LESSOR shall have the right thereafter, while such default continues, to re-enter and take complete possession of the leased premises, to declare the term of this lease ended, and remove the LESSEE'S effects, without prejudice to any remedies which might be otherwise used for arrears of rent or other default. The LESSEE shall indemnify the LESSOR against all loss of rent and other payments which the LESSOR may incur by reason of such termination during the residue of the term, provided however the LESSOR shall be required to take reasonable steps to mitigate its loss. If the LESSEE shall default, after reasonable notice thereof, in default the observance or performance of any conditions or covenants on LESSEE'S part to be observed or performed under this Note upon the occurrence or by virtue of any of the following events: 2.1 The Company fails to timely perform provisions in any of its obligations under, or otherwise breaches any covenants or warranties article of this Note; 2.2 Any statementlease, representationthe LESSOR, without thereby waiving such default, may remedy such default for the account and at the expense of the LESSEE. If the LESSOR makes any expenditures or warranty made incurs any obligations for the payment of money in connection therewith, including but not limited to, reasonable attorney's fees in instituting, prosecuting or defending any action or proceeding, such sums paid or obligations incurred, with interest at the rate of ten (10) per cent per annum and costs, shall be paid to the LESSOR by the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations LESSEE as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the modifications or adjustment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORadditional rent.

Default. The Company shall be in default occurrence of (i) the failure of Borrower to make any payment on any Loan when due; (ii) the failure of Borrower or any other Obligor to observe or perform promptly when due any covenant, agreement or obligation under this Note upon the occurrence of Agreement or under any of the following events: 2.1 The Company fails other Loan Documents; (iii) the material inaccuracy at any time of any warranty, representation or statement made to timely perform Bank by Borrower or any other Obligor under this Agreement or the other Loan Documents; (iv) Borrower or any other Obligors shall fail to discharge within a period of thirty (30) days after the commencement of any attachment, sequestration or similar proceeding or proceedings against any of its obligations underassets or properties; (v) a final judgment for the payment of money in excess of FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) in the aggregate shall be entered by a court or courts against Borrower or any other Obligor and the same shall not be discharged or a stay of execution shall not be procured, within thirty (30) days from the date of the entry thereof; (vi ) any Borrower or any other Obligor shall fail to pay when due any principal of or any interest on any other debt, or otherwise breaches any covenants or warranties the maturity of this Note; 2.2 Any statement, representation, or warranty made by the Company or its agents to Holder such other debt shall prove to have been false or materially misleading when madeaccelerated; and/or, 2.3 The Company (vii) any Obligor shall become insolvent, or unable to meet its obligations as they become due, or shall file have died or have filed been declared incompetent by a court of proper jurisdiction; (viii) the filing by or against it, voluntarily any Borrower or involuntarily, any other Obligor of a petition proceeding under the United States Bankruptcy Code or shall procure for any other relief afforded debtors or suffer affecting rights of creditors generally under the appointment laws of any jurisdiction; (ix) any material adverse change in the financial condition of any Obligor or any material discrepancy between the financial statement submitted by any Obligor and the actual financial condition of such Obligor; (x) any statement, warranty or representation made by any Obligor to Bank proves to be untrue in any material respect and; (xi) any discontinuance or termination by any Guarantor of its obligations under any guaranty of any Loan. In the event of a receiver for Default, Bank, at its option, shall have the right to exercise any substantial portion and all of its properties, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings rights and remedies under any insolvency law or other statute or law providing for the modifications or adjustment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORLoan Documents.

Default. The Company shall be in default Failure of Guarantor to keep, observe or perform any term, covenant or agreement made under this Note upon Guaranty by Guarantor or under any other obligations of Guarantor to Lender after the occurrence expiration of any applicable cure period shall constitute an Event of Default under this Guaranty and under the Loan Documents, whether or not provision therefor is made in such documents. In addition to the Events of Default described in this Section 15, the following events, after the expiration of any applicable grace periods, shall also constitute “Events of Default” under this Guaranty: 2.1 The Company fails to timely perform 15.1 If any of its obligations under, or otherwise breaches any covenants or warranties of this Note; 2.2 Any statement, representation, representation or warranty made by the Company undersigned or its agents in any writing furnished by the undersigned in connection with or pursuant to Holder this Guaranty shall prove be false in any material respect with respect to have been false or materially misleading when the undersigned on the date as of which made; and/or,or 2.3 The Company shall become insolvent, 15.2 If the Guarantor makes an assignment for the benefit of creditors; or 15.3 If the Guarantor petitions or unable applies to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer any tribunal for the appointment of a trustee or receiver for of the business, estate or assets or of any substantial portion of its propertiesthe business, estate or assets of the undersigned, or shall make an assignment for benefit commences any proceedings relating to the Guarantor under any bankruptcy, reorganization, arrangement, insolvency, readjustment of creditorsdebt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect; or 15.4 If any such petition or application is filed or any such proceedings are commenced against the Guarantor and the Guarantor by any act indicates its approval thereof, consent thereto, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, processacquiescence therein, or proceedings under any insolvency law order is entered appointing any such trustee or other statute receiver, or law providing for declaring the modifications Guarantor bankrupt or adjustment insolvent, or approving the petition in any such proceedings; or 15.5 If the Guarantor shall dissolve, terminate or otherwise fail to maintain its legal existence, as the case may be. If an Event of Default shall occur, then or at any time thereafter, while such Event of Default shall continue, the Lender may declare all Guaranteed Obligations, together with all obligations of the rights of creditors. UPON ANY EVENT OF DEFAULTundersigned hereunder, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORto be immediately due and payable.

Default. The Company shall be in default under If at any time subsequent to the date of this Note upon the occurrence of Lease any one or more of the following eventsevents (each of which being agreed to constitute substantial defaults hereunder and being referred to herein as a “Default of Tenant”) shall happen: 2.1 The Company fails a. Tenant shall fail to timely pay the Basic Rent, Escalation Charges or other charges hereunder when due and such failure shall continue for five (5) Business Days after notice to Tenant from Landlord; or b. Tenant shall neglect or fail to perform or observe any of its obligations underother covenant herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure, or otherwise breaches any covenants if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and to prosecute such remedy to completion with diligence and continuity but in no event shall such period exceed ninety (90) days; or c. Tenant’s leasehold interest in the Premises shall be taken on execution or warranties by other process of this Note;law directed against Tenant; or 2.2 Any statement, representation, d. Tenant shall make an assignment for the benefit of creditors or warranty made by the Company shall file a voluntary petition in bankruptcy or its agents to Holder shall prove to have been false be adjudicated bankrupt or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file any petition or have filed against itanswer seeking any reorganization, voluntarily arrangement, composition, readjustment, liquidation, dissolution or involuntarilysimilar relief for itself under any present or future Federal, a petition under State or other statute, law or regulation for the United States Bankruptcy Code relief of debtors, or shall procure seek or suffer consent to or acquiesce in the appointment of a any trustee, receiver for or liquidator of Tenant or of all or any substantial portion part of its properties, or shall make an assignment for benefit of creditorsadmit in writing its inability to pay its debts generally as they become due; or e. A petition shall be filed against Tenant in bankruptcy or under any other law seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal, State or other statute, law or regulation and shall initiate remain undismissed or have initiated against it, voluntarily unstayed for an aggregate of sixty (60) days (whether or involuntarily, any act, processnot consecutive), or if any debtor in possession (whether or not Tenant) trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive); f. Or if Tenant dissolves or is dissolved or liquidated or adopts any plan or commences any proceeding, the result of which is intended to include dissolution or liquidation; g. Then in any such case: i. If such Default of Tenant shall occur before the Commencement Date, this Lease shall ipso facto, and without further act on the part of Landlord, terminate; and ii. If such Default of Tenant shall occur after the Commencement Date, Landlord may terminate this Lease by notice to Tenant, specifying a date not less than ten (10) days after the giving of such notice on which this Lease shall terminate and this Lease shall come to an end on the date specified therein as fully and completely as if such date were the date herein originally fixed for the expiration of the Term of this Lease (Tenant hereby waiving any rights of redemption under M.G.L. c. 186, or otherwise), and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as hereinafter provided. Nothing contained in this Lease shall, however, limit or prejudice the right of Landlord to prove for and obtain in proceedings under any federal or state law relating to bankruptcy or insolvency law or other reorganization or arrangement, an amount equal to the maximum allowed by any statute or rule of law providing for in effect at the modifications time when, and governing the proceedings in which, the damages are to be proved, whether or adjustment not the amount be greater than the amount of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORloss or damages referred to above.

Default. Upon the occurrence of each of the following events, the Company shall be entitled to effect the immediate repayment of all sums that are and/or shall be owed in any manner whatsoever by the Pledgor to the Company and such sums shall bear interest at the Maximum Interest Rate prevailing, from the date that such event has occurred until total repayment by the Pledgor: (a) If, on due date, the Pledgor has not paid any principal or interest or expenses including any levies, taxes and fees or any other sums. (b) If the Pledgor breaches or fails to uphold any of the terms contained in this or any other document or deed that has been or shall be signed on his behalf or it becomes evident that any of the declarations that have been or shall be made on behalf of the Pledgor in this or any other document is incorrect, or inaccurate. (c) If a petition is filed requesting the appointment of a temporary or permanent receiver, or a temporary or permanent receiver or manager, or a Receiving Order against the Pledgor is issued over the assets of the Pledgor and/or Pledgor or any portion of the assets of the Pledgor. (d) If a temporary or permanent receiver or receiver and manager for all or any portion of the assets of the Pledgor is appointed. (e) If any competent court in Maryland or Florida or elsewhere institutes attachments or execution or any like proceedings against any portion of the assets of the Borrower or if attachment or execution or any like proceedings are instituted over all or any portion of the Collateral which has been or shall be furnished to the Company. (f) If the Company, at its absolute discretion, deems that since the signing of this Agreement a change has occurred in the condition of the Pledgor to which the Company had not given its prior written consent. Without derogating from the generally of the foregoing, the following acts shall be deemed to constitute a change in the condition of the Pledgor: (i) a voluntary or other transfer of shares (except the transfer of shares by succession) which affect or are likely to affect the condition of the Pledgor. (g) If the Borrower ceases to pay debts or manage its affairs or reaches a compromise or arrangement with its creditors. (h) If the Company, at its discretion, deems that some event occurred that has or might impair the financial position of the Pledgor. In addition to all remedies provided herein and according to law, the Company shall have the following remedies: (a) The Pledgor recognizes that the Company may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for an investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, not withstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Company shall be in default under this Note upon the occurrence no obligation to delay a sale of any of the following events: 2.1 The Company fails Pledged Stock for the period of time necessary to timely perform any of its obligations underpermit the Issuer thereof to register such securities for the public sale under the Securities Act, or otherwise breaches under applicable state securities laws, even if such Issuer would agree to do so. (b) The Pledgor further agrees to use commercially reasonable efforts to do so or cause to be done all such other acts as may be necessary to make such sale or sales of all or any covenants or warranties of this Note; 2.2 Any statement, representation, or warranty made by the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall make an assignment for benefit the Pledged Stock pursuant to this Section valid and binding and in compliance with any and all other applicable requirements of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the modifications or adjustment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORlaw.

Default. Upon the occurrence of any Event of Default (defined below), BLC Holdings shall have the affirmative obligation to notify PSLT-BLC Holdings as soon as it knows of any such event. The Company shall be in default under this Note upon the occurrence of any of the following eventsevents shall constitute an "Event of Default" under this Agreement, and in connection therewith, PSLT-BLC Holdings shall have the right to exercise any rights or remedies available in this Agreement, at law or in equity: 2.1 The Company fails (i) Any default by any of the Brookdale Lessees under the terms of their respective Property Leases with the Provident Lessors, and the continuation of such default beyond any applicable notice and cure period therefor; (ii) BLC Holdings' failure to timely pay and contribute to the applicable Brookdale Lessee(s) and to cause such applicable Brookdale Lessee(s) to remit such sums to the applicable Provident Lessor(s), when due hereunder, any of the Brookdale Rent Payments (whether due to a Wrongful Distribution or otherwise) and such failure is not cured within five (5) Business Days; (iii) BLC Holdings' failure to perform any other of the terms, covenants or conditions contained in this Agreement if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, BLC Holdings does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if (w) BLC Holdings or Guarantor becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its obligations underassets, or otherwise breaches (x) any covenants of the foregoing are filed against BLC Holdings or warranties Guarantor and such petition or appointment shall not have been set aside within ninety (90) days from the date of this Notesuch petition or appointment, or (y) BLC Holdings or Guarantor makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or (z) BLC Holdings' or Guarantor's interest in all or portion of the Total Revenues is attached, levied upon, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; 2.2 Any statement(v) if either of BLC Holdings or Guarantor is liquidated or dissolved, representationor begins proceedings toward such liquidation or dissolution, or in any manner permits the sale or divestiture of substantially all of its assets; (vi) a default occurs under Paragraph 6; (vii) Intentionally Omitted; (viii) if any material representation or warranty made by or on behalf of BLC Holdings under this Agreement shall prove to be false or misleading in any material respect on the Company date when made and the same has a material adverse affect on the financial condition of BLC Holdings or its agents BLC Holdings' ability to Holder perform under this Agreement or the Lease Guaranty (as defined in the Property Leases); (ix) if any material representation or warranty made by or on behalf of Guarantor under the Guaranty shall prove to have been false or materially misleading in any material respect on the date when mademade and the same has a material adverse affect on the financial condition of Guarantor or Guarantor's ability to perform under the Guaranty; (x) Intentionally Omitted; (xi) the issuance or entry against Guarantor of any final, unappealable award or judgment (after any applicable appeal periods have expired) in an amount of Five Million Dollars ($5,000,000.00) or more, and such award or judgment shall continue unsatisfied and in effect for a period of ten (10) consecutive days without BLC Holdings demonstrating, to PSLT-ALS Holdings' reasonable satisfaction, that an insurance policy exists that would cover such award or judgment; (xii) if the Net Worth of Guarantor declines below Seventy Five Million Dollars ($75,000,000); and/or,provided, however, that BLC Holdings shall have the right to cure such Event of Default by depositing and maintaining with PSLT-BLC Holdings cash or a Letter of Credit in the amounts set forth below (which cash or Letter of Credit shall be in addition to the amounts required to be maintained hereunder pursuant to Paragraph 33 hereof) as security for the performance and observance by BLC Holdings of the terms, conditions and provisions of this Agreement, and which may be drawn upon or applied, as the case may be, in accordance with the provisions of Paragraph 33(a) hereof: 2.3 The Company shall become insolvent(A) in an amount equal to one (1) month of Current Lease Payments if Guarantor's Net Worth is less than $75,000,000 but is equal to or greater than $50,000,000 (the "$50,000,000 Threshold") (B) in an amount equal to three (3) months of Current Lease Payments if Guarantor's Net Worth is less than $50,000,000 but is equal to or greater than $25,000,000 (the "$25,000,000 Threshold"); and (C) in an amount equal to six (6) months of Current Lease Payments if Guarantor's Net Worth is less than $25,000,000 but is equal to an amount greater than $0, it being intended that if Guarantor's Net Worth is equal to, or unable declines below, $0, then BLC Holdings shall have no further cure rights under this Paragraph, and an Event of Default shall be deemed to meet have occurred; If BLC Holdings maintains a Net Worth at least equal to the $25,000,000 Threshold for two (2) consecutive calendar quarters, then the cash or the Letter of Credit, as applicable, deposited under this Paragraph, in an amount equal to three (3) months of Current Lease Payments (or any portion thereof remaining) shall be returned to BLC Holdings. If BLC Holdings maintains a Net Worth at least equal to the $50,000,000 Threshold for two (2) consecutive calendar quarters, then the cash or the Letter of Credit, as applicable, deposited under this Paragraph, in an amount equal to two (2) months of Current Lease Payments (or the unapplied portion thereof) shall be returned to BLC Holdings. If BLC Holdings maintains a Net Worth of at least $75,000,000 for two (2) consecutive calendar quarters, then the cash or the Letter of Credit, as applicable, deposited under this Paragraph, in an amount equal to one (1) month of Current Lease Payments (or the unapplied portion thereof) shall be returned to BLC Holdings. If BLC Holdings fails to maintain any of the thresholds with respect to Net Worth as described in the immediately preceding sentences, then PSLT-BLC Holdings shall be entitled to retain the cash or Letter of Credit deposited under this Paragraph 7(a)(xii) until the end of the Term hereof, and, upon BLC Holdings' performance of all of its obligations hereunder and the performance by all of the Brookdale Lessees of their respective obligations under their applicable Property Leases, PSLT-BLC Holdings shall return such cash or Letter of Credit (or any portion thereof remaining) to BLC Holdings within twenty (20) Business Days after the expiration of the Term or sooner termination of this Agreement (other than a termination which results from an Event of Default). Any cash deposited under this Paragraph 7(a)(xii) shall be held in a segregated bank account and shall be invested in Permitted Investments. BLC Holdings shall be responsible for the payment of any federal, state or local income tax earned from Permitted Investments. (xiii) if any audit or the financial statements of Guarantor contain a qualified opinion regarding Guarantor's ability to continue operations as they become duea "going concern"; or (xiv) if Guarantor fails to perform any of the terms, covenants or shall file conditions contained in the Guaranty beyond any applicable notice and cure periods set forth therein. Notwithstanding anything to the contrary set forth in this Paragraph 7(a), as to any Facility that is encumbered by one or have filed against itmore Facility Mortgages (any such encumbered Facility, voluntarily an "Applicable Facility" and each Facility Mortgage encumbering the Applicable Facility, an "Applicable Facility Mortgage"), if and to the extent that: (A) a default occurs under clause (i), clause (ii), clause (iii) or involuntarilyclause (vi) of this Paragraph 7(a), and (B) such default arises solely as a petition result of a default under or relating to a Property Lease other than the Property Lease demising the Applicable Facility (and not as result of a default under the United States Bankruptcy Code or shall procure or suffer Property Lease demising the appointment of a receiver for any substantial portion of its properties, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the modifications or adjustment of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTIONApplicable Facility), COURT COSTSthen, APPEALSprovided that no other independent Event of Default then exists under the Property Lease demising the Applicable Facility, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONSsuch default shall not constitute an Event of Default, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORunless the holders of each Applicable Facility Mortgage (if any) encumbering the Applicable Facility consents in writing to such default's constituting an Event of Default.

Default. The Company provisions of Section 3 notwithstanding, in the event of default, the XXXXX Board of Directors may declare the entire unpaid amount of indebtedness evidenced by this Note, including interest, immediately due and payable. A default hereunder shall preclude further participation by the Fellow in the South Carolina Teaching Fellows Program. The following events in addition to those otherwise set forth herein and not by way of limitation, shall be in considered a default under this Note upon hereunder: a) Failure to meet required GPA and credit hours; b) Failure to maintain satisfactory progress toward graduation with licensure to teach as defined by the occurrence institution and State of South Carolina; c) Failure to comply with any of the following events:terms and conditions stated herein; 2.1 The Company fails d) Failure to timely perform any of its obligations underpursue a full-time program in teacher education or course work leading to teacher certification, or otherwise breaches permanent withdrawal from college for any covenants reason; e) Failure to be admitted to the college’s teacher education program by the junior year; f) Withdrawal or warranties expulsion from the college or university; g) Failure to notify XXXXX of a change in the Fellow’s name, address, telephone number or school enrollment status within thirty (30) days of the change; h) Failure to notify XXXXX in writing within ninety (90) days of the Fellow’s graduation of the Fellow’s intentions concerning forgiveness of the indebtedness evidenced by this Note; 2.2 i) Insolvency, assignment for the benefit of creditors or the filing of a petition in bankruptcy by or on behalf of the Fellow; j) Use of the proceeds of this Note for other than payment of costs of attendance at an institution of higher education participating in the South Carolina Teaching Fellows Program; k) Any statement, representation, warranty or warranty statement made or furnished to XXXXX by or on behalf of the Company or its agents to Holder shall prove Fellow in connection with this Note proving to have been false in any material respect when made or materially misleading furnished; l) Failure to perform any obligation, liability or agreement contained or referred to herein, including adherence to the Repayment Schedule; m) Conviction or plea of guilty of a felony or other crime other than minor traffic violations. n) Failure to make a payment when made; and/or,due. 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under o) Determination that the Fellow is illegally within the United States Bankruptcy Code States. Failure of the XXXXX Board of Directors or any subsequent holder of this Note to exercise any option available to said holder shall procure or suffer not constitute a waiver of the appointment right to exercise such option in the event of a receiver for any substantial portion of its properties, future default. No delay or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for omission on the modifications or adjustment part of the rights XXXXX Board of creditorsDirectors or any subsequent holder of this note in exercising any right hereunder shall operate as a waiver of such right or of any other right of such holder nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion. UPON ANY EVENT OF DEFAULTUpon default, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUEXXXXX will notify the Fellow, WITHOUT NOTICEin writing, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENTof such default. IN THE EVENT OF DEFAULTThe notice of default will be by certified mail, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTIONreturn receipt requested, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS and regular U.S. mail addressed to the Fellow at the last address on file with XXXXX. Refusal or non-delivery at that address shall be deemed delivery after seven (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION)7) days. Upon default, COURT COSTSXXXXX may disclose that the Fellow has defaulted, APPEALSalong with other relevant information, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORto the surety and to credit bureau organizations.

Default. The Company shall be in default under this Note upon the occurrence of any of the following eventsshall constitute an “Event of Default” by Tenant under this Lease: 2.1 The Company fails (a) if Tenant shall fail to timely pay any Rent when due; provided, however, that any such failure to pay any Rent shall not constitute a default under this Lease so long as such failure shall not continue for more than five (5) Business Days after written notice from Landlord to Tenant, except that if Landlord shall have sent to Tenant two (2) notices of default during the same calendar year due to Tenant’s failure to make payments of Rent and Tenant thereafter shall default in any obligation to pay Rent during the same calendar year, the same shall be deemed to be an Event of Default upon Landlord giving Tenant written notice thereof without the five (5) Business Day grace period set forth above; or (b) if Tenant shall violate or fail to perform any term, condition, covenant or agreement to be performed or observed by Tenant under this Lease other than those provided for in paragraph (a) above and such violation or failure shall continue for more than thirty (30) days after written notice thereof from Landlord plus such additional time, if any, as is reasonably necessary to cure the default if it is of such a nature that Tenant determines in its obligations underreasonable discretion that it is curable but cannot reasonably be cured in thirty (30) days, or otherwise breaches any covenants or warranties of this Note;provided Tenant commences such cure within such thirty (30) days and thereafter diligently proceeds to cure such default; or 2.2 Any statement, representation, or warranty made by the Company or (c) if Tenant shall admit in writing its agents inability to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet pay its obligations debts generally as they become due, commence any case, proceeding or shall file other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or have filed against itcomposition of Tenant or any of its debts under any law relating to bankruptcy, voluntarily insolvency, reorganization, liquidation or involuntarilyrelief of debtors, a petition under the United States Bankruptcy Code or shall procure or suffer the seeking appointment of a receiver receiver, trustee, custodian or other similar official for Tenant or for all or any substantial portion part of the Premises; (d) if any case, proceeding or other action against Tenant shall be commenced seeking to have an order for relief entered against Tenant as debtor, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Tenant or any of its propertiesdebts under any law relating to bankruptcy, insolvency, reorganization, liquidation or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for Tenant or for all or any substantial part of its property, and such case, proceeding or other action (i) results in the entry of an order for relief against Tenant or (ii) remains undismissed for a period of sixty (60) days; (e) if Tenant shall admit in writing that it is insolvent or if Tenant shall make an assignment for the benefit of creditors; (f) if a lien is filed against the Premises, or shall initiate Landlord’s estate therein, by reason of any work, labor, services or have initiated against it, voluntarily materials performed or involuntarily, any act, processfurnished, or proceedings alleged to have been performed or furnished, to Tenant or anyone holding the Premises by, through or under Tenant, and Tenant fails to cause the same to be vacated and canceled of record, or bonded off, in accordance with the provisions of, and within the time period specified in, Section 4.11 hereof, and such failure shall continue for more than five (5) Business Days after written notice thereof from Landlord to Tenant; (g) if Tenant shall fail to return to Landlord a properly executed statement in accordance with the provisions of, and within the time period specified in, Section 10.4 hereof, and such failure shall continue for more than ten (10) Business Days after written notice thereof from Landlord to Tenant; or (h) if following an Event of Default any insolvency law or other statute or law providing for the modifications or adjustment portion of the rights Deposit is applied in accordance with Article XII of creditors. UPON ANY EVENT OF DEFAULTthis Lease and Tenant thereafter fails to replenish the Deposit as required and within the time period specified in said Article XII, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS and such failure shall continue for more than ten (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONOR10) Business Days after written notice thereof from Landlord to Tenant.

Default. The Company shall be In the following events (each an “Event of Default”), Lender may in default its sole discretion declare a default, accelerate the time for payment and demand immediate payment in full of all Obligations and exercise its remedies under this Note upon Agreement and the occurrence of any of the following eventsLoan Documents: 2.1 The Company fails (a) Borrower shall fail to timely perform pay, when due (including as the result of acceleration provided for under this Agreement), any of its obligations under, or otherwise breaches any covenants or warranties of this NoteObligation owing from Borrower to Lender; 2.2 (b) Any statement, representation, representation or warranty made by the Company Borrower or its agents to Holder Subsidiary (or any of their respective officers or affiliates) under or in connection with this Agreement (including any certificates or requested financial information) shall prove to have been false incorrect or misleading in any material respect and Borrower has not cured the same within fifteen (15) days of receiving notice from Lender; (c) Borrower, Subsidiary or any Obligated Party under a Loan Document shall commit any other material breach or fail to materially misleading when made; and/or,perform any obligation under this Agreement, as amended or supplemented, or any other agreement (including any and all Loan Documents) and Borrower has not cured the same within fifteen (15) days of receiving notice from Lender or if it is impossible to cure the same within fifteen (15) days then Borrower has taken such steps acceptable to Lender to cure the same and shall diligently pursues such cure to completion; 2.3 (d) If any prohibited transfer or further encumbrance of the Collateral or any interest in the Borrower or Subsidiary, shall occur, whether voluntary or involuntary, without the written approval of Lender; (e) The Company suspension, termination or material restriction of the business operations of the Borrower or Subsidiary or material adverse change in the business operations and/or condition, financial or otherwise, of Borrower or Subsidiary except as restricted by the Project Documents; (f) If Borrower or Subsidiary shall (1) become insolvent, or (2) become generally unable to meet its obligations pay their respective debts as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall (3) make an assignment for the benefit of creditors, or (4) call a meeting of creditors for the composition of debts; (g) If there shall initiate be filed by or have initiated against it, voluntarily Borrower or involuntarily, any act, processSubsidiary a petition in bankruptcy or for a reorganization, or a custodian, receiver or agent is appointed or authorized to take charge of any of their respective properties and the respective entity has not taken reasonable steps to obtain the dismissal of such proceedings within fifteen (15) days and does not achieve dismissal of such proceeding within sixty (60) days of such filing; (h) The occurrence of any action, event or condition which results in a Change of Control of Borrower; (i) Change in any Applicable Law or any order or other requirement in any Legal Proceeding that may materially impair (1) the amount or circumstances under which Subsidiary may make payment of fees to Borrower pursuant to the Construction Management Agreement and/or Development Agreement or (2) the ability of Borrower to receive and/or use the fees (once received) to make payment of the Obligations; (j) Borrower or Subsidiary shall take or allow any such action, event or condition to occur which materially impairs (1) the amount or circumstances under which any Subsidiary may pay fees to Borrower pursuant to the Construction Management Agreement or Development Agreement or (2) the ability of Borrower to receive and/or use such fees (once received) to make payment of the Obligations and Borrower has not cured the same within fifteen (15) days of receiving notice from Lender; (k) Except as otherwise provided under Subsection (r) below, the occurrence of any event of default or any event or condition which with the giving of notice or passage of time could constitute an event of default by Borrower or Subsidiary under any insolvency law or other statute or law providing for the modifications or adjustment of the rights Project Documents or any other agreement entered into by Borrower or Subsidiary related to the Project and the failure of creditorsBorrower (i) to provide Lender a Manager’s Certificate within seven (7) days of such occurrence describing the event or condition and the corrective action to be taken, and (ii) to proceed with all due diligence to take or obtain such corrective action; (l) The termination, amendment or failure to timely close and fund under the Forward Commitment; (m) Failure of any Class I Member to maintain any Member LOC or the Borrower to maintain the Borrower LOC; (n) Failure of Borrower to cause the timely capital contributions into the Borrower in accordance with the Operating Agreement and by Borrower into Subsidiary in accordance with the Forward Commitment; (o) Amendment of the Master Lockbox Agreement without the written consent of Lender; (p) Failure of Borrower to maintain the effectiveness of and compliance with the Irrevocable Direction of Payment; (q) Failure of Borrower to take any action necessary to maintain the effectiveness of the America First Lockbox Agreement; (r) Failure of Borrower to provide Lender with the notices and certificates required by subsections (t) and (u) of Section 7 of this Agreement and to diligently pursue to completion any such corrective action contained within such notices. UPON ANY EVENT OF DEFAULTThe Note, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUEthis Agreement and all related Loan Documents are expressly cross-defaulted, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORwith default under any one document constituting default under the remaining documents at the discretion of Lender.

Default. The Company (a) Each of the following shall constitute an Event of Default hereunder: (i) if Lessee shall fail to pay when due any Rent or any other amount Lessee may be required to pay hereunder, and Lessee shall fail to remedy such default within seven (7) business days after written notice thereof has been given to Lessee by Lessor, provided that an Event of Default shall not be deemed to have occurred hereunder if Sublessee shall have timely disputed in good faith its obligation to pay such Rent or the amount thereof; or (ii) if Lessee shall default under in the observance or performance of any term, covenant or condition of this Note Lease on Lessee's part to be observed, performed or complied with (other than the payment of Base Rent and Additional Rent and other amounts payable hereunder) and Lessee shall fail to remedy such default within thirty (30) days after written notice to cure, or, if such default is of such a nature that for reasons beyond Lessee's control it cannot be completely remedied within said period of thirty (30) days, then if Lessee (A) shall not promptly institute and thereafter diligently prosecute to completion all steps necessary to remedy the same and (B) shall not remedy the same within a reasonable time after the date of default; or (iii) if any event shall occur or any contingency shall arise whereby this Lease or the estate hereby granted or the unexpired balance of the Term would, except as expressly permitted herein, by operation of law or otherwise, devolve upon or pass to any person or entity other than Lessee, and Lessee shall fail to remedy such default within sixty (60) days after written notice thereof has been given to Lessee by Lessor; (b) Upon the occurrence of any such Event of Default, Lessor may, in addition to exercising any other available rights or remedies available to Lessor under law, give to Lessee notice of its intention to end the Term at the expiration of three (3) days from the date of the giving of such notice, and, in the event such notice is given, this Lease and the Term and estate hereby granted (whether or not the Term shall have commenced) shall terminate upon the expiration of said three (3) days with the same force and effect as if that day were the Expiration Date, provided, however, that Lessor and Lessee shall remain liable for the performance of their respective obligations hereunder which survive the termination of this Lease and for damages as provided in this Lease. 11.2. Notwithstanding anything to the contrary set forth herein, this Lease shall immediately terminate if any of the following events: 2.1 The Company fails events shall occur with respect to timely perform Lessee: (a) if Lessee shall (i) have applied for or consented to the appointment of a receiver, trustee or liquidator, or other custodian of Lessee, or any of its obligations underproperties or assets, or otherwise breaches any covenants or warranties (ii) have made a general assignment for the benefit of this Note; 2.2 Any statementcreditors, representation, or warranty made by the Company or its agents to Holder shall prove to (iii) have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations commenced a voluntary case for relief as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition debtor under the United States Bankruptcy Code Code, or shall procure any other applicable federal or suffer state laws, or filed a petition to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debts, dissolution or liquidation law or statute or an answer admitting the appointment material allegations of a receiver petition filed against it in any proceeding under any such law, or (iv) be adjudicated a bankrupt or insolvent; or (b) if without the acquiescence or consent of Lessee, an order, judgment or decree shall have been entered by any court of competent jurisdiction approving as properly filed a petition seeking relief under the United States Bankruptcy Code, or any other applicable federal or state laws, or any bankruptcy, reorganization, insolvency, readjustment of debts, dissolution or liquidation law or statute with respect to Lessee, or all or a substantial part of their respective properties or assets, and such order, judgment or decree shall have continued unstayed and in effect for any substantial period of not less than ninety (90) days. Neither Lessee, nor any person claiming through or under Lessee or by reason of any statute or order of court shall, after such termination, be entitled to possession of the Demised Premises but shall forthwith quit and surrender the Demised Premises. Without limiting any of the foregoing provisions of this Section 10.2, if pursuant to the United States Bankruptcy Code, or any other applicable federal or state laws, Lessee is permitted to assign this Lease, Lessee agrees that adequate assurance of future performance by an assignee expressly permitted under such law shall be deemed to mean evidence in the form of financial statements prepared and certified by a certified public accountant that the assignee will have a net worth, after excluding the value of the leasehold, sufficient to meet the remaining obligations under this Lease. 11.3. In the event of any breach by Lessee or any persons claiming through or under Lessee of any of the terms, covenants or conditions contained in this Lease, Lessor, after the giving of any notice required by the terms of this Lease and the expiration of any notice and cure periods hereunder, (a) shall be entitled to enjoin such breach and (b) shall have the right to invoke any right and remedy available at law or in equity or by statute or otherwise. The provisions of this Section 11.3 shall survive the expiration or sooner termination of this Lease. 11.4. If this Lease and the Term shall terminate as provided in Section 11.1 or in Section 11.2 above, or by or under any summary proceeding or any other action or proceeding or if Lessor shall re-enter the Demised Premises as hereinabove provided or by or under any summary proceeding or any other action or proceeding, then in any of said events: (a) Lessee shall pay to Lessor all Base Rent, Additional Rent and other amount payable by Lessee hereunder to the date upon which this Lease and the Term shall have terminated or to the date of re-entry upon the Demised Premises by Lessor, as the case may be; (b) Lessor shall be entitled to retain all monies, if any, paid by Lessee to Lessor, whether as advance Rent, security or otherwise, but such monies shall be credited by Lessor against any Rent due at the time of such termination or re-entry or, at Lessor's option, against any damages payable by Lessee; (c) Lessee shall be liable for and shall pay to Lessor, as damages, any deficiency between the Base Rent and Additional Rent payable hereunder for the period which otherwise would have constituted the unexpired portion of its propertiesthe Term (conclusively presuming the Base Rent and Additional Rent to be at the same rate as was payable for the year immediately preceding such termination or re-entry less any Additional Rent for such one-year period payable to Lessor by Lessee pursuant to Section 5.1 above) and the net amount, if any, of rents ("Net Rent") collected under any reletting effected by Lessor for any part of such period (after first deducting from the rents collected under any such reletting all of Lessor's reasonable expenses in connection with the termination of this Lease or Lessor's re-entry upon the Demised Premises and in connection with such reletting including all reasonable repossession costs, brokerage commissions, legal expenses, attorneys' fees, alteration or similar costs and other expenses of preparing the Demised Premises for such reletting); (d) In the event that Lessor shall not have collected any monthly deficiencies as aforesaid, Lessor shall be entitled to recover from Lessee, and Lessee shall pay to Lessor, on demand, as and for liquidated and agreed final damages, a sum equal to the amount by which the Base Rent and Additional Rent payable hereunder for the period which otherwise would have constituted the unexpired portion of the Term (conclusively presuming the Base Rent and Additional Rent to be at the same rate as was payable for the year immediately preceding such termination or re-entry less any Additional Rent for such one-year period payable to Sublessor by Sublessee pursuant to Section 5.1 above) exceeds the then fair and reasonable rental value of the Demised Premises for the same period, both discounted to present value at the rate of eight percent (8%) per annum. If before presentation of proof of such liquidated damages to any court, commission or tribunal, the Demised Premises, or any part thereof, shall make an assignment have been relet by Lessor for benefit the period which otherwise would have constituted the unexpired portion of creditorsthe Term, or any part thereof, the amount of rent upon such reletting shall initiate be deemed, prima facie, to be the fair and reasonable rental value for the part or the whole of the Demised Premises so relet during the term of the reletting; and (e) In no event shall Lessee be entitled to receive any excess of Net Rent over the sums payable by Lessee to Lessor hereunder, and in no event shall Lessee be entitled in any suit for the collection of damages pursuant to this Article to a credit in respect of any Net Rent from a reletting except to the extent actually received by Lessor prior to the commencement of such suit. 11.5. If a default by Lessee shall have initiated against itoccurred and be continuing with respect to any obligations of Lessee under this Lease, voluntarily or involuntarilyLessor may, any actat its option, processupon reasonable prior notice to Lessee (unless Lessor reasonably believes there to be an emergency threatening Lessor's property outside the Demised Premises, or proceedings under any insolvency law or other statute or law providing threatening substantial damage to Lessor's interest in the Demised Premises as Lessor, in which event no notice shall be required and Lessor may act immediately), perform such obligations for the modifications account of, and at the expense of, Lessee. The sums so paid or adjustment incurred by Lessor, in its sole discretion, together with interest at the rate specified in Section 3.3 hereof, costs and damages shall be due from and paid by Lessee, as Additional Rent, upon Lessee's receipt of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORwritten demand therefor from Lessor.

Default. The Company If the Lessee either: (a) Shall fail to pay to Lessor any installment of rent due, and such default shall continue for ten (10) days after receipt of written notice from Lessor; or (b) Shall fail to comply with any other covenant or obligation on its part to be performed hereunder and shall fail within forty five (45) days after receipt by Lessee from Lessor of written notice specifying the nature of such default, either to cure such default or in good faith and with reasonable diligence to commence remedy of such default, then in either such event Lessor may at its option either: (i) Terminate the possession and right of possession of Lessee, and in such case Lessee shall be liable for and shall pay the Lessor damages in default under this Note upon an amount equal to any rent past due on the occurrence date of any such termination; or (ii) Take possession of said property and rent the same as agent for and for the account of the following events:Lessee, in which case the Lessee shall be liable for and shall pay to the Lessor the difference between the rent herein stipulated and the amount, if any, for which the Lessor is able to re-rent said property; 2.1 The Company fails (iii) Terminate this Lease Agreement and take possession of the property. (c) If the Lessee shall be adjudged to timely perform any be bankrupt or shall make as assignment for the benefit of its obligations undercreditors, or otherwise breaches if a receiver of the property of the Lessee in or upon said leased premises be appointed in any covenants action (accept a stockholder dispute), suit or warranties of this Note; 2.2 Any statement, representation, proceedings by or warranty made by against the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against itLessee, voluntarily or involuntarily, a petition under then in such event Lessor may at its option either: (i) Terminate the United States Bankruptcy Code or possession and right of possession of Lessee, and in such case Lessee shall procure or suffer be liable for and shall pay the appointment Lessor damages in an amount equal to any rent past due on the date of a receiver such termination; or (ii) Take possession of said property and rent the same as agent for any substantial portion of its properties, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing and for the modifications or adjustment account of the rights Lessee, in which case the Lessee shall be liable for an shall pay to the Lessor the difference between the rent herein stipulated and the amount, if any, for which the Lessor is able to re-rent said property, (iii) Terminate this Lease Agreement and take possession of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORthe property.

Default. The Company following occurrences shall constitute “Events of Default” under this Agreement: (a) Buyer shall fail to make any payments to Seller when due under this Agreement; or (b) any representation of warranty of Buyer contained herein or in any document furnished to Seller in connection herewith shall be incorrect or misleading in default under this Note upon the occurrence of any of the following events:material respect when made; or 2.1 The Company fails (c) Buyer shall fail to timely observe or to perform any of its obligations underother covenant, or otherwise breaches any covenants or warranties of this Note; 2.2 Any statement, representationagreement, or warranty made by the Company or its agents Buyer hereunder and such failure shall continue for ten (10) days after notice thereof to Holder Buyer; (d) Buyer shall prove to have been false or materially misleading when madedefault under any other agreement between Seller and Buyer; and/or,or 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or (e) Buyer shall make an assignment for the benefit of creditorscreditors or shall file any petition or action under any bankruptcy, reorganization, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, processinsolvency law, or proceedings any other law or laws for the relief of, or relating to, debtors; or (f) any involuntary petition shall be filed under any insolvency law bankruptcy statute against Buyer or other statute any receiver, trustee, custodian, or law providing for the modifications or adjustment similar official shall be appointed to take possession of the properties of Buyer; or (g) Seller, in good faith, believes that Xxxxx’s financial condition has become such as to endanger completion of performance by Xxxxx, or Seller, in good faith, otherwise believes itself insecure. If any Event of Default shall occur, Seller, at its option, may terminate this Agreement by written notice to Buyer. In such event Seller shall, nevertheless, have the right to recover from Buyer any and all amounts that, under the terms of this Agreement, may be then due or that may have accrued to the date of such termination, plus interest on that amount, as a late charge, at the Default Rate. If, after notice of termination of this Agreement as provided in this paragraph, it is determined that Buyer was not in default under the provisions of this paragraph 14, the rights and obligations of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORthe parties shall be the same as if the notice of termination had been issued pursuant to paragraph 15 of this Agreement.

Default. This Lease and Tenant’s right to possession of the Premises is made subject to and conditioned upon Tenant performing all of the covenants and obligations to be performed by Tenant hereunder, at the times and pursuant to terms and conditions set forth herein. The Company following events shall each be in an event of default by Tenant under this Note upon the occurrence of any of the following events: 2.1 The Company Lease (“Default”): (a) Tenant fails to timely pay any Rent or other charge when the same is due; (b) Tenant fails to perform any of its obligations underother obligation to be performed by Tenant within the time or times set forth herein; (c) Tenant makes any material misrepresentation, or otherwise breaches commits any covenants fraud or warranties of this Note; 2.2 Any statement, representation, or warranty made by the Company or its agents to Holder shall prove to have been false or materially misleading when madecriminal act; and/or, 2.3 The Company (d) Tenant shall become insolvent, make a transfer in fraud of its creditors, make an assignment for the benefit of its creditors, files or unable to meet its obligations as they become due, or shall file or have has filed against it, voluntarily or involuntarily, it a petition under the United States Bankruptcy Code in bankruptcy, has a receiver, trustee or shall procure or suffer the appointment of liquidator appointed over a receiver for any substantial portion of its propertiesproperty or this Lease, or is adjudicated insolvent; or (e) Tenant vacates or abandons the Premises for more than thirty (30) days. In the event any monetary Default shall make an assignment continue for benefit five (5) days after receipt of creditorswritten notice from Landlord, or in the event any non-monetary Default shall initiate continue for ten (10) days after receipt of written notice from Landlord, or in the event Tenant becomes in Default for the same general reason three (3) or more times during the Term (regardless of whether or not Tenant subsequently cures such Defaults); then, in addition to all other remedies afforded Landlord under this Lease, at law or in equity, Landlord may terminate this Lease, or terminate Tenant’s right of possession to the Premises without terminating this Lease, by delivery of written notice to Tenant. In either event, Landlord shall have initiated against itthe right to dispossess Tenant, voluntarily or involuntarilyany other person in occupancy, together with their property, and re-enter the Premises. No such dispossession of Tenant or re-entry by Landlord, or Landlord’s voluntary acceptance of the keys to the Premises, shall constitute or be construed as an election by Landlord to terminate this Lease, unless Landlord delivers written notice to Tenant specifically terminating this Lease. Upon such re-entry, Tenant shall be liable for all expenses incurred by Landlord in recovering the Premises including, without limitation, clean-up costs, legal fees, removal, storage or disposal of Tenant’s property, and restoration costs. In the event Landlord elects to terminate this Lease, Tenant shall immediately vacate the Premises and pay to Landlord all Rent accrued through the effective date of termination, together with any late fees and interest thereon, plus an amount equal to all tenant concessions initially granted to Tenant including, but not limited to, any actfree or reduced Rent, processany interior finish constructed within the Premises, or proceedings any contribution paid to Tenant in lieu thereof. In addition thereto, the remainder of the Rent payable by Tenant through the Expiration Date of this Lease, less the fair market rental value of the Premises over the same period (net of all expenses and vacancy periods reasonably projected by Landlord to be incurred in connection with the reletting of the Premises) shall be accelerated and become immediately due and payable. In the event Landlord elects not to terminate this Lease, but only to terminate Tenant’s right of possession to the Premises, Tenant shall immediately vacate the Premises and pay to Landlord all Rent accrued through the effective date of repossession, together with any late fees and interest thereon. Upon repossession, Landlord may use reasonable efforts to mitigate its damages and relet the Premises upon terms and conditions satisfactory to Landlord; however, Landlord shall have no duty to prioritize the reletting of the Premises over the leasing of other vacant space within the Property. Tenant shall remain liable for all Rent accruing after the date of repossession (together with all late fees and interest), payable monthly as such Rent accrues, in an amount equal to the Rent payable under this Lease, less the rent (if any) collected by Landlord from any insolvency reletting. Landlord shall have the right to make repairs, alterations, and additions in or to the Premises and redecorate and remodel the same to the extent deemed necessary by Landlord in connection with any reletting of the Premises; and Tenant shall pay to Landlord the cost thereof within fifteen (15) days after receipt of Landlord’s statement. In addition to any other remedy afforded Landlord under this Lease, Tenant hereby grants to Landlord a continuing security interest in all of Tenant’s goods, wares, equipment, fixtures, furniture, and all proceeds thereof (collectively, “Security”) situated within the Premises. In the event Tenant shall be in Default under this Lease, Tenant shall not remove any such Security from the Premises without the prior written consent of Landlord; and Landlord shall have all rights and remedies under the Uniform Commercial Code including, without limitation, the right to sell such Security at public or private sale upon five (5) days’ prior written notice to Tenant. Tenant hereby agrees to execute financing statements and other reasonable instruments necessary or desirable, in Landlord’s discretion, to perfect any security interest hereby created; and, in the event Tenant should fail or refuse to execute any such financing statements or instruments, Landlord shall be granted a limited power of attorney to execute such statements/instruments in the name and on behalf of Tenant and perfect Landlord’s security interest in the Security. The lien hereby created shall be in addition to any statutory lien granted under the laws of the State of Minnesota. No action by Tenant after final judgment for possession of the Premises shall reinstate this Lease, and Tenant waives any and all rights of redemption in the event Tenant is judicially dispossessed. Should Landlord elect not to exercise any of its rights in the event of a Default, it shall not be deemed a waiver of such rights as to subsequent Defaults. No payment by Tenant or receipt by Landlord of a lesser amount than that stipulated to be paid shall be deemed to be anything other than a payment on account; nor shall any endorsement or statement on any check or letter accompanying any payment be deemed an accord and satisfaction; and Landlord may accept any payment without prejudice to Landlord’s right to recover the balance or pursue any other remedy under this Lease. Landlord reserves the right to apply any monies received from Tenant, regardless of how designated, to any outstanding Rent, interest, late fees or other amounts then owed to Landlord under this Lease. All of the aforesaid rights of Landlord shall be in addition to any remedies which Landlord may have at law or in equity; Landlord shall have the right to pursue any one or all of such remedies; and no election of remedy by Landlord shall preclude Landlord from subsequently pursuing any of Landlord’s other statute or law providing for remedies. Tenant shall pay all costs and attorney’s fees incurred by Landlord from enforcing the modifications or adjustment covenants of the rights of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORthis Lease.

Default. (a) The Company following events shall be in deemed to be events of default (herein so called) by Tenant under this Note upon Lease: (i) Tenant shall fail to pay any rental or other sum payable by Tenant hereunder as and when such rental or other sum becomes due and payable and such failure continues for 5 business days after written notice thereof from Landlord; provided, however, Landlord shall not be obligated to provide notice more than two (2) times in any twelve (12) month period; (ii) Tenant shall fail to comply with any other provision, condition or covenant of this Lease and any such failure is not cured within thirty (30) days after Landlord gives written notice of such failure to Tenant (or if such failure is not capable of being cured within such 30 day period, the occurrence cure is not commenced within 30 days and diligently pursued to completion not to exceed 90 days); (iii) Tenant shall assign this Lease or sublet all or any part of the Premises or grant any license, concession or other right of occupancy of any portion of the following events: 2.1 The Company fails Premises, without the prior written consent of Landlord except as otherwise allowed under this Lease; (iv) any petition shall be filed by or against Tenant or any guarantor of Tenant’s obligations under this Lease pursuant to timely perform any section or chapter of its obligations under, the present federal Bankruptcy Act or otherwise breaches under any covenants future federal Bankruptcy Act or warranties under any similar law or statute of this Note; 2.2 Any statement, representation, or warranty made by the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or any state thereof (which as to any involuntary petition shall procure not be and remain discharged or suffer the appointment stayed within a period of a receiver for any substantial portion of sixty (60) days after its propertiesentry), or Tenant or any guarantor [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. of Tenant’s obligations under this Lease shall be adjudged bankrupt or insolvent in proceedings filed under any section or chapter of the present federal Bankruptcy Act or under any future federal bankruptcy act or under any similar law or statute of the United States or any state thereof; (v) Tenant or any guarantor of Tenant’s obligations under this Lease shall become insolvent or make a transfer in fraud of creditors; (vi) Tenant or any guarantor of this Lease shall make an assignment for the benefit of creditors; or (vii) a receiver or trustee shall be appointed for Tenant or any guarantor of this Lease or for any of the assets of Tenant or any guarantor of this Lease. (b) Upon the occurrence of any event of default, Landlord shall have the option to do any one or more of the following without any further notice or demand, in addition to and not in limitation of any other remedy permitted by law or by this Lease: (i) Enforce, by all legal suits and other means, its rights hereunder, including the collection of Base Rental, Tenant’s Additional Rental and other sums payable by Tenant hereunder without reentering or resuming possession of the Premises and without terminating this Lease; and (ii) Terminate this Lease by issuing written notice of termination to Tenant, in which event Tenant shall immediately surrender the Premises to Landlord. Tenant shall pay to Landlord as damages on the same days as Base Rental, Tenant’s Additional Rental and other payments which are expressed to be due under the provisions of this Lease, the total amount of such Base Rental, Tenant’s Additional Rental and other payments, less such part, if any, of such payments that Landlord shall have been able to collect from a new tenant upon reletting. Landlord shall use reasonable efforts to mitigate damages by reletting the Premises. Landlord shall have the right at any time to demand final settlement. Upon demand for a final settlement, Landlord shall have the right to receive, and Tenant hereby agrees to pay, as damages for Tenant’s breach, the difference between the total rental provided for in this Lease for the remainder of the Lease Term and the reasonable rental value of the Premises for such period, such difference to be discounted to present value at a rate equal to the rate of interest allowed by law (at the time the demand for final settlement is made) when the parties to a contract have not agreed on any particular rate of interest (or, in the absence of such law, at the rate of 6% per annum). Tenant agrees to reimburse Landlord immediately upon demand for any reasonable expenses which Landlord may incur in its actions pursuant to this Subparagraph, and Tenant further agrees that Landlord shall not be liable for damages resulting to Tenant from such action unless caused by the negligence of Landlord. In addition to all remedies specified above, if Tenant is delinquent in rentals or other monetary payments due under the Lease, Landlord may enter upon the Premises and change, alter, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for modify the modifications or adjustment door locks on all entry doors of the rights Premises, and permanently or temporarily exclude Tenant, and its agents, employees, representatives and invitees, from the Premises; and in such event, Landlord shall not be obligated to provide Tenant with a key to reenter the Premises until such time as all delinquent rent and other amounts due under this Lease have been paid in full, and only during Landlord’s Normal Business Hours. Landlord’s exclusion of creditorsTenant from the Premises pursuant to the immediately preceding sentence shall not constitute a permanent exclusion of Tenant from the Premises or a termination of this Lease unless Landlord so notifies Tenant in writing; moreover, Landlord shall not be obligated to place a written notice on the Premises on the front door thereof explaining Landlord’s action or stating the name, address or telephone number of any individual or company from which a new key may be obtained. UPON ANY EVENT [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF DEFAULTTHE SECURITIES ACT OF 1933, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORAMENDED.

Default. The Company All rights and remedies of Landlord herein enumerated shall be in default cumulative and nothing herein shall exclude any other right or remedy allowed hereunder, at law or otherwise. (A) If any voluntary or involuntary petition or similar proceeding under this Note upon the occurrence any section or sections of any of the following events: 2.1 The Company fails to timely perform any of its obligations underbankruptcy act shall be filed by or against Tenant, or otherwise breaches any covenants voluntary or warranties of this Note; 2.2 Any statement, representation, involuntary proceeding in any court or warranty made by the Company or its agents tribunal shall be instituted to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, declare Tenant insolvent or unable to meet its obligations pay Tenant's debts, then and in any such event Landlord may, if Landlord elects, but not otherwise, and with or without notice of election, forthwith terminate this Lease, and, notwithstanding any other provision of this Lease, Landlord, in addition to any and all other legal remedies and rights the Landlord may have, declare the entire balance of the Total Base Rent and Additional Rent as they become dueadjusted, and any other rent or charges due hereunder for the remainder of the term to be due and payable and may collect same by distress or otherwise. (B) If Tenant defaults in the payment of any rent or other charges or in the prompt and full performance of any term, condition, requirement or provision of this Lease, or shall file if the leasehold interest of Tenant be levied upon, under execution or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment be attached by process of a receiver for any substantial portion of its propertieslaw, or shall make if Tenant makes an assignment for the benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, if a receiver be appointed for any act, processproperty of Tenant, or proceedings under if Tenant abandons or vacates the Premises, then in any insolvency law such event Landlord may, if Landlord so elects, but not otherwise, upon three (3) days written notice of such election, either forthwith terminate this Lease and Tenant's right to possession of the Premises, or without terminating this Lease, forthwith terminate Tenant's right to possession of the Premises, but in either event, Tenant shall remain liable for damages as permitted by law, and as provided herein and Landlord shall have the right, in Landlord's sole discretion, to accelerate and declare the entire unpaid portion of Total Base Rent and Additional Rent as adjusted, and any other rent or other charges all of which would become due through the entire term of this Lease, to be immediately due and payable. (C) Upon any termination of this Lease, whether by lapse of time or otherwise, or upon any termination of Tenant's right to possession without termination of this Lease, Tenant shall surrender possession and vacate the Premises immediately, and deliver possession thereof to Landlord and, without prejudice to any other remedy which Landlord may have, Tenant does hereby grant to Landlord in such event, full and free license to entry into and upon the Premises, by picking locks and changing locks if deemed necessary by Landlord, with or without process of law to repossess the Premises, and to expel or remove Tenant and any others who may be occupying or within the Premises and to remove any and all property therefrom, using such force as may be necessary, without being deemed in any manner guilty of trespass, eviction, forced entry or detainer, without relinquishing Landlord's rights to rent or any other right given to Landlord hereunder, or by operation of law. Except for the three (3) day notice as set forth above, Tenant expressly waives the service of any other demand for the payment of rent or for possession and the service of any notice of Landlord's election to terminate this Lease or to re-enter the Premises, including any and every form of demand and notice prescribed by any statute or law providing other law, and agrees that the simple breach of any covenant or provision of this Lease by Tenant shall, of itself, without the service of any notice or demand whatsoever, permit the exercise by Landlord of any of the remedies provided to Landlord hereunder. (D) If Tenant vacates or abandons the Premises, or otherwise entitles Landlord to so elect, and Landlord elects to terminate Tenant's right to possession only, without terminating this Lease, Landlord may at Landlord's option, enter into the Premises and take and hold possession thereof as provided above, without such entry and possession terminating this Lease or releasing Tenant in whole or in part from Tenant's obligation to pay rent or other charges hereunder for the modifications full term, and in any such case Tenant shall pay forthwith to Landlord a sum equal to the entire unpaid portion of Total Base Rent and Additional Rent as adjusted, and any other rent or adjustment other charges due hereunder for the remainder of the rights term of creditorsthis Lease, less any rentals received by Landlord on any reletting. UPON ANY EVENT OF DEFAULTUpon and after entry into possession without termination of this Lease, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUELandlord will attempt to relet the Premises or any part thereof, WITHOUT NOTICEfor the account of Tenant or otherwise in Landlord's sole discretion, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENTto any person, firm or corporation other than Tenant for such rent, for such time, and upon such terms as Landlord, in Landlord's sole discretion, shall determine, and Landlord shall not be required to accept any proposed new tenant offered by Tenant. IN THE EVENT OF DEFAULTIn any such case, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTIONthe new tenant may make repairs, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS alterations and additions in or to the Premises, and redecorate the same to the extent deemed by Landlord necessary or desirable, and Tenant shall, upon demand, pay the cost thereof, together with Landlord's expenses of the reletting. (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION)E) If Tenant shall default in the performance of any covenant herein contained, COURT COSTSLandlord may immediately, APPEALSor at any time thereafter, POSTwithout notice, perform the same for the account of Tenant. If Landlord at any time is compelled or elects to pay any sum of money, or to do any act by reason of the failure of Tenant to comply with any provision hereof, or if Landlord be compelled to incur any expense, including reasonable attorney's fees, if instituted by reason of any default of the Tenant hereunder, the sum or sums so paid by Landlord, with all interest, costs and damages, shall be deemed to be additional rent hereunder and shall be due from Tenant to Landlord on the first day of the month following the incurring of such respective expense. (F) Tenant hereby irrevocably appoints Landlord as agent and attorney-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAWin-fact of Tenant, to enter upon the Premises, in the event of eviction of Tenant by court order or termination of this Lease, and to remove any and all furniture and personal property whatsoever situated upon the Premises. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSESAny property of Tenant not removed from the Premises after the end of the term, or upon termination by any other reason whatsoever, and any and all property which may be removed from the Premises by Landlord pursuant to the authority of this Lease or of law, and to which Tenant is or may be entitled, may be handled, removed or stored by Landlord at the risk, cost and expense of Tenant, and Landlord shall in no event be responsible for the value, preservation or safekeeping thereof. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDERTenant shall pay to Landlord, upon demand, all expenses incurred in such removal and all storage charges against such property so long as same shall be in Landlord's possession or under Landlord's control. (G) If the term of any lease, other than this Lease, made by Tenant for any other space in the Building shall be terminated or terminable after the making of this Lease because of any default by Tenant under such other lease, such default shall, ipso facto constitute a default hereunder and empower Landlord, at Landlord's sole discretion, to terminate this Lease as herein provided in the event of default. (H) Any right herein granted to Landlord to terminate this Lease shall apply to any extension or renewal hereof. (I) No receipt of money by Landlord from Tenant after the termination of this Lease or after the service of any notice or after the commencement of any suit, or after final judgment for possession of the Premises shall reinstate, continue or extend the terms of this Lease or affect any such notice, demand or suit or imply consent for any action for which Landlord's consent is required. (J) No waiver of any default of Tenant hereunder shall be implied from any omission by Landlord to take any action on account of such default if such default persists or be repeated, and no express waiver shall affect any default other than the default specified in the express waiver and then only for the time and to the extent therein stated. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONSLandlord shall not be deemed in default of any of the terms, PRESENTMENTconditions, DEMAND FOR PAYMENTrequirements and provisions of this Lease until the expiration of thirty (30) days after the receipt of written notice specifying any alleged default, PROTEST AND NOTICE OF DISHONORbut only if Landlord shall have failed to cure or remedy said default during said period. If the specified default by Landlord shall be of a nature that cannot be completely cured within said thirty (30) day period then, if Landlord shall have diligently commenced curing same within said thirty (30) day period then no default shall be deemed to have occurred.

Default. The Company (A) If (i) Tenant fails to pay any installment of Base Rent when due, (ii) Tenant fails to pay any Additional Rent when due and such failure continues for a period of ten (10) days after written notice from Landlord, (iii) Tenant abandons or vacates the Premises, (iv) Tenant fails to observe or perform any of Tenant's other obligations herein contained and such failure continues for more than fifteen (15) days after written notice from Landlord or such longer period as may be necessary so long as Tenant has commenced curing such default and is using diligent efforts to cure the same, (v) Tenant commits an act of bankruptcy or files a petition or commences any proceeding under any bankruptcy or insolvency law, (vi) a petition is filed or any proceeding is commenced against Tenant under any bankruptcy or insolvency law and is not dismissed within thirty (30) days, (vii) Tenant is adjudicated a bankrupt, (viii) a receiver or other official is appointed for Tenant or for a substantial part of Tenant's assets or for Tenant's interests in this Lease, or (ix) any attachment or execution is filed or levied against a substantial part of Tenant's assets or Tenant's interests in this Lease or any of Tenant's property in the Premises which is not dismissed or satisfied within forty-five (45) days, then in any such event, an “Event of Default” shall be deemed to exist and Tenant shall be in default under hereunder, and, at the option of Landlord, in addition to all other legal and equitable remedies: (a) the balance of the Base Rent and all Additional Rent and all other sums to which Landlord is entitled hereunder shall be deemed to be due payable and in arrears, as if payable in advance hereunder; or (b) this Note upon Lease and the occurrence Term shall, without waiver of Landlord's other rights and remedies, terminate without any right of Tenant to save the forfeiture. Any acceleration of the rent by Landlord shall not constitute a waiver of any right or remedy of Landlord, and if Tenant shall fail to pay the accelerated rent upon Landlord's demand, then Landlord may thereafter terminate this Lease, as aforesaid. Immediately upon such termination by Landlord, Landlord shall have the right to recover possession of the following events:Premises with or without legal process, breaking locks and replacing locks, and removing Tenant's and any third party's property therefrom, and making any disposition thereof as Landlord may deem commercially reasonable. 2.1 The Company fails (B) Following such termination, Landlord shall have the unrestricted right to timely perform lease the Premises or any part thereof to any person and pursuant to any terms as Landlord may elect, but Landlord shall have no obligation to rent the Premises so long as Landlord (or any related entity) has other comparable vacant space available for leasing in the general geographical area of its obligations underthe Premises. (C) Tenant expressly waives: (i) all rights under the Landlord and Tenant Act of 1951, and all supplements and amendments thereto; and (ii) the right to three (3) months’ or otherwise breaches any covenants fifteen (15) or warranties of this Note; 2.2 Any statement, representation, or warranty made thirty (30) days’ notice required under certain circumstances by the Company Landlord and Tenant Act of 1951, Tenant hereby agreeing that the respective notice periods provided for in this Lease shall be sufficient in either or its agents any such case. (D) No act or forbearance by Landlord shall be deemed a waiver or election of any right or remedy by Landlord with respect to Holder Tenant's obligations hereunder, unless and to the extent that Landlord shall prove execute and deliver to have been false Tenant a written instrument to such effect, and any such written waiver by Landlord shall not constitute a waiver or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing relinquishment for the modifications future of any obligation of Tenant. Landlord's acceptance of any payment from Tenant (regardless of any endorsement on any check or adjustment any writing accompanying such payment) may be applied by Landlord to Tenant's obligations then due hereunder any priority as Landlord may elect, and such acceptance by Landlord shall not operate as an accord and satisfaction or constitute a waiver of the rights any right or remedy of creditors. UPON ANY EVENT OF DEFAULT, HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, WITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONORLandlord with regard to Tenant's obligations hereunder.