Common use of 1Events of Default Clause in Contracts

1Events of Default. Each of the following shall be an “Event of Default”: (a) The Borrower shall fail to pay when due the amounts required to be paid under this Agreement or the Note when the same shall become due and payable in accordance with the terms of this Agreement or the Note, including a failure to repay any amounts which have been previously paid but are recovered, attached or enjoined pursuant to any insolvency, receivership, liquidation or similar proceedings; or (b) The Borrower shall fail to perform or observe any of its covenants or agreements contained in this Agreement, the Regulatory Agreement, the Indenture, the Note or the Deed of Trust, other than as specified in paragraph (a) above, and such failure shall continue during and after the period specified in Section 7.2; (c) Any representation or warranty of the Borrower shall be determined by the Trustee or the Authority to have been false in any material respect when made; (d) The Borrower shall generally not pay its debts as they become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors or shall institute any proceeding or voluntary case seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property; or the Borrower shall take any action to authorize any of the actions described above in this paragraph (d), or any proceeding shall be instituted against the Borrower seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, and, if such proceeding is being contested by the Borrower in good faith, such proceeding shall remain undismissed or unstayed for a period of 60 days; or (e) An event of default shall have occurred under Section 11.1 of the Indenture and the Series A Bonds shall have been declared due and payable pursuant to Section 11.2 of the Indenture.

1Events of Default. Each of the following shall be is an “Event of Default”: (ai) The Borrower shall fail to pay a default in any payment of interest on any Note when due continued for 30 days; (ii) a default in the amounts required to be paid under this Agreement payment of principal or the premium, if any, of any Note when the same shall become due and payable in accordance with the terms of this Agreement at its Stated Maturity, upon optional redemption, upon required purchase, upon acceleration or the Note, including a failure to repay any amounts which have been previously paid but are recovered, attached or enjoined pursuant to any insolvency, receivership, liquidation or similar proceedings; orotherwise; (biii) The Borrower shall fail to perform the failure by the Company or observe any of its Restricted Subsidiaries to comply for 60 days after written notice with any of its obligations, covenants or agreements (other than a default pursuant to clause (i) or clause (ii) above) contained in the Notes or this Agreement, the Regulatory Agreement, the Indenture, the Note or the Deed of Trust, other than as specified in paragraph (a) above, and such failure shall continue during and after the period specified in Section 7.2; (civ) Any representation the failure by the Company or warranty any Restricted Subsidiary to pay any Indebtedness for borrowed money (other than Indebtedness owing to the Company or a Restricted Subsidiary of the Borrower shall be determined Company) within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the Trustee holders thereof because of a default, in each case, if the total amount of such Indebtedness unpaid or the Authority to have been false in any material respect when madeaccelerated exceeds $45.0 million or its foreign currency equivalent; (dv) The Borrower shall generally not pay its debts as they become due, the Company or shall admit in writing its inability any Significant Subsidiary pursuant to pay its debts generally, or shall make within the meaning of any Bankruptcy Law: (1) commences a general assignment for the benefit of creditors or shall institute any proceeding or voluntary case seeking case; (2) consents to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or against it in any voluntary case; (3) consents to the appointment of a receiver, trustee, custodian or other similar official for Custodian of it or for any substantial part of its property; or (4) makes a general assignment for the benefit of its creditors; or takes any comparable action under any foreign laws relating to insolvency; (vi) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (1) is for relief against the Borrower shall take Company or any action to authorize any Significant Subsidiary in an involuntary case; (2) appoints a Custodian of the actions described above in this paragraph (d), Company or any proceeding shall be instituted against the Borrower seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it Significant Subsidiary or for any substantial part of its property, and, if such proceeding ; or (3) orders the winding up or liquidation of the Company or any Significant Subsidiary; ​ or any similar relief is being contested granted under any foreign laws and the order or decree remains unstayed and in effect for 60 days; (vii) failure by the Borrower Company or any Significant Subsidiary to pay final and non-appealable judgments aggregating in good faithexcess of $45.0 million or its foreign currency equivalent (net of any amounts which are covered by enforceable insurance policies issued by solvent insurance companies), such proceeding shall remain undismissed which judgments are not discharged, waived or unstayed stayed for a period of 60 daysdays and, in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; or (eviii) An event the Guarantee of default shall have occurred a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms thereof or of this Indenture), or any Guarantor that is a Significant Subsidiary denies in writing that it has any further liability under Section 11.1 its Guarantee or gives written notice to such effect, other than by reason of the termination or discharge of this Indenture or the release of any such Guarantee in accordance with this Indenture, and such Default continues for 10 days. The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body. However, a default under clause (iii) of this Section 6.1 will not constitute an Event of Default until the Trustee or the Holders of at least 30.0% in principal amount of outstanding Notes notify the Company of the default and the Series A Bonds shall have been declared due and payable pursuant to Company does not cure such default within the time specified in clause (iii) of this Section 11.2 6.1 after receipt of the Indenturesuch notice.

1Events of Default. Each of the following shall be an “Event of Default”: (a) The Borrower shall fail to pay when due the amounts required to be paid under this Agreement or the Note when the same shall become due and payable in accordance with the terms of this Agreement or the Note, including a failure to repay any amounts which have been previously paid but are recovered, attached or enjoined pursuant to any insolvency, receivership, liquidation or similar proceedings; or (b) The Borrower shall fail to perform or observe any of its covenants or agreements contained in this Agreement, the Regulatory Agreement, the Indenture, the Note or the Deed of Trust, other than as specified in paragraph (a) above, and such failure shall continue during and after the period specified in Section 7.2; (c) Any representation or warranty of the Borrower shall be determined by the Trustee or the Authority to have been false in any material respect when made; (d) The Borrower shall generally not pay its debts as they become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors or shall institute any proceeding or voluntary case seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property; or the Borrower shall take any action to authorize any of the actions described above in this paragraph (d), or any proceeding shall be instituted against the Borrower seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, and, if such proceeding is being contested by the Borrower in good faith, such proceeding shall remain undismissed or unstayed for a period of 60 days; or (e) An event of default shall have occurred under Section 11.1 of the Indenture and the Series A Bonds shall have been declared due and payable pursuant to Section 11.2 of the Indenture.

1Events of Default. Each of the following shall be an “Event of Default”: (a) The Borrower occurrence and continuance of any of the following events shall fail to pay when due the amounts required to be paid under this Agreement or the Note when the same shall become due and payable in accordance with the terms constitute an "event of this Agreement or the Note, including a failure to repay any amounts which have been previously paid but are recovered, attached or enjoined pursuant to any insolvency, receivership, liquidation or similar proceedings; ordefault" hereunder: (bi) The Borrower failure of Developer to observe and perform any covenant, condition or provision hereof and to remedy such default within 30 days after notice thereof from the Trustee to Developer, unless the City shall fail to perform or observe any of its covenants or agreements contained have consented thereto in this Agreement, the Regulatory Agreement, the Indenture, the Note or the Deed of Trust, other than as specified in paragraph (a) above, and such failure shall continue during and after the period specified in Section 7.2writing; (cii) Any representation the entry of a decree or warranty order for relief by a court having jurisdiction in the premises in respect of the Borrower shall be determined by the Trustee or the Authority to have been false Developer in any material respect when made; (d) The Borrower shall generally not pay its debts as they become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors or shall institute any proceeding or voluntary an involuntary case seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to applicable bankruptcy, insolvency or reorganization similar law now or relief or protection of debtorshereafter in effect, or seeking the entry of an order for relief or the appointment of appointing a receiver, liquidator, assignee, custodian, trustee, custodian sequestrator (or other similar official for it or for any substantial part official) of its property; or the Borrower shall take any action to authorize any of the actions described above in this paragraph (d), or any proceeding shall be instituted against the Borrower seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it Developer or for any substantial part of its property, andor ordering the windup or liquidation of its affairs; or the filing and pendency for thirty days without dismissal of a petition initiating an involuntary case under any other bankruptcy, if such proceeding is being contested by the Borrower in good faith, such proceeding shall remain undismissed insolvency or unstayed for a period of 60 dayssimilar law; or (eiii) An the commencement by Developer of any voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, whether consent by it to an entry to an order for relief in an involuntary case and under any such law or to the appointment of or the taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Developer or of any substantial part of its property, or the making of it by any general assignment for the benefit of creditors, or the failure of Developer generally to pay its debts as such debts become due, or the taking of corporate action by Developer in furtherance of any of the foregoing; or (iv) any event of default shall have occurred under Section 11.1 of the Indenture and the Series A Bonds shall have been declared due and payable pursuant to Section 11.2 7.01 of the Indenture. (b) During the occurrence and continuance of any event of default hereunder, the Trustee, as assignee of the City pursuant to the Indenture, shall have the rights and remedies hereinafter set forth, in addition to any other remedies herein or by law provided. (c) Upon the occurrence of an event of default described in this Section 5.1:

1Events of Default. Each The occurrence of any of the following shall be an “Event constitute a default of Default”this Lease by Tenant: (a) The Borrower shall fail 19.1.1 Any failure by Tenant to pay when due the amounts any Rent or any other charge required to be paid under this Agreement Lease, or any part thereof, when due; or 19.1.2 The abandonment of all of the Note when Premises by Xxxxxx; or 19.1.3 The failure by Xxxxxx to abide by or perform according to the same shall become due and payable in accordance with provisions of Articles 5, 14, 17 or 18 of this Lease; or 19.1.4 Tenant's failure, after Landlord has commenced Landlord's Work, to complete the Tenant Improvements pursuant to the terms and conditions of the Work Letter attached hereto and made a part of this Agreement Lease as Exhibit "B"; or 19.1.5 The filing by Tenant or the Note, including a failure to repay any amounts which have been previously paid but are recovered, attached or enjoined guarantor hereunder in any court pursuant to any insolvencystatute of a petition in bankruptcy or insolvency or for reorganization or arrangement for the appointment of a receiver of all or a portion of Tenant's property; the filing against Tenant or any guarantor hereunder of any such petition, receivershipor the commencement of a proceeding for the appointment of a trustee, liquidation receiver or similar proceedings; or (b) The Borrower shall fail to perform liquidator for Tenant, or observe for any guarantor hereunder, or of any of its covenants the property of either, or agreements contained in this Agreementa proceeding by any governmental authority for the dissolution or liquidation of Tenant or any guarantor hereunder, the Regulatory Agreement, the Indenture, the Note if such proceeding shall not be dismissed or trusteeship discontinued within thirty (30) days after commencement of such proceeding or the Deed appointment of Trust, other than as specified in paragraph (a) above, and such failure shall continue during and after the period specified in Section 7.2; (c) Any representation trustee or warranty of the Borrower shall be determined by the Trustee receiver; or the Authority to have been false in making by Tenant or any material respect when made; (d) The Borrower shall generally not pay its debts as they become due, or shall admit in writing its inability to pay its debts generally, or shall make a general guarantor hereunder of an assignment for the benefit of creditors or shall institute any proceeding or voluntary case seeking creditors. Tenant hereby stipulates to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property; or the Borrower shall take any action to authorize any lifting of the actions described above automatic stay in effect and relief from such stay for Landlord in the event Tenant files a petition under the United States Bankruptcy laws, for the purpose of Landlord pursuing its rights and remedies against Tenant and/or a guarantor of this paragraph (d), or any proceeding shall be instituted against the Borrower seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, and, if such proceeding is being contested by the Borrower in good faith, such proceeding shall remain undismissed or unstayed for a period of 60 daysLease; or 19.1.6 Tenant's failure to cause to be released any mechanics liens filed against the Premises or the Project on account of work undertaken by or on behalf of Tenant, within twenty (e20) An event of default shall have occurred under Section 11.1 of days after the Indenture and date the Series A Bonds same shall have been declared due filed or recorded; or 19.1.7 Any failure by Tenant to observe or perform any other provision, covenant or condition of this Lease to be observed or performed by Tenant other than those addressed by Section 19.1.1 through 19.1.6 above, inclusive, where such failure continues for thirty (30) days after receipt of written notice thereof from Landlord to Tenant; provided that if the nature of such default is such that the same cannot reasonably be cured within a thirty (30) day period, Tenant shall not be deemed to be in default if it diligently commences such cure within such period and payable thereafter diligently proceeds to rectify and cure such default within one hundred and twenty (120) days after said written notice from Landlord. With respect to any default under Sections 19.1.1 and 19.1.3, Tenant shall have three (3) business days from receipt of written notice to cure the default. Any notice provided pursuant to Article 19 shall be in lieu of and not in addition to any notice required under Code of Civil Procedure, Section 11.2 of the Indenture1161 or any similar or successor law.

1Events of Default. Each of the following shall be constitute an “"Event of Default”" hereunder and shall entitle Lessor to exercise its remedies hereunder and under any of the other Lease Documents: (a) The Borrower shall fail any failure of Lessee to pay any amount due hereunder or under any of the other Lease Documents within ten (10) days following the date when due the amounts required to be paid under this Agreement or the Note when the same shall become due and payable in accordance with the terms of this Agreement or the Note, including a failure to repay any amounts which have been previously paid but are recovered, attached or enjoined pursuant to any insolvency, receivership, liquidation or similar proceedings; orsuch payment was due; (b) The Borrower shall fail to perform any failure in the observance or observe performance of any other covenant, term, condition or warranty provided in this Lease or any of its covenants or agreements contained in this Agreementthe other Lease Documents, other than the Regulatory Agreement, the Indenture, the Note or the Deed payment of Trust, any monetary obligation and other than as specified in paragraph subsections (ac) abovethrough (v) below (a "Failure to Perform"), and such failure shall continue during and continuing for thirty (30) days after the period specified in Section 7.2giving of notice by Lessor to Lessee specifying the nature of the Failure to Perform; except as to matters not susceptible to cure within thirty (30) days, provided that with respect to such matters, (i) Lessee commences the cure thereof within thirty (30) days after the giving of such notice by Lessor to Lessee, (ii) Lessee continuously prosecutes such cure to completion, (iii) such cure is completed within 80 one hundred twenty (120) days after the giving of such notice by Lessor to Lessee and (iv) such Failure to Perform does not impair the value of, or Lessor's rights with respect to, the Leased Property or otherwise impair the Collateral or Lessor's security interest therein; (c) Any representation the occurrence of any default or warranty breach of condition continuing beyond the expiration of the Borrower shall be determined by applicable notice and grace periods, if any, under any of the Trustee or other Lease Documents, including, without limitation, the Authority to have been false in any material respect when madeAgreement Regarding Related Transactions; (d) The Borrower if any representation, warranty or statement contained herein or in any of the other Lease Documents proves to be untrue in any material respect as of the date when made or at any time during the Term if such representation or warranty is a continuing representation or warranty pursuant to Section 10.2; (e) if any member of the Leasing Group shall generally not pay its debts as they become due(i) voluntarily be adjudicated a bankrupt or insolvent, (ii) seek or shall admit in writing its inability consent to pay its debts generallythe appointment of a receiver or trustee for itself or for the Leased Property, (iii) file a petition seeking relief under the bankruptcy or shall other similar laws of the United States, any state or any jurisdiction, (iv) make a general assignment for the benefit of creditors, (v) make or offer a composition of its debts with its creditors or (vi) be unable to pay its debts as such debts mature; (f) if any court shall institute enter an order, judgment or decree appointing, without the consent of any proceeding member of the Leasing Group, a receiver or voluntary case seeking trustee for such member or for any of its property and such order, judgment or decree shall remain in force, undischarged or unstayed, ninety (90) days after it is entered; (g) if a petition is filed against any member of the Leasing Group which seeks relief under the bankruptcy or other similar laws of the United States, any state or any other jurisdiction, and such petition is not dismissed within ninety (90) days after it is filed; (h) in the event that: i. all or any portion of the interest of any partner, shareholder, member in any member of the Leasing Group (other than Guarantor) shall be, on any one or more occasions, directly or indirectly, sold, assigned, hypothecated or otherwise transferred (whether by operation of law or otherwise), if such member of the Leasing Group shall be a partnership, joint venture, syndicate or other group, without the prior written consent of Lessor, in each instance, which consent may be withheld by Lessor in its reasonable discretion with respect to adjudicate it a bankrupt sale, assignment, hypothecation or insolvent other transfer to a Meditrust/Emeritus Transaction Affiliate and in all other cases, in its sole and absolute discretion; ii. the shares of the issued and outstanding capital stock of any member of the Leasing Group (other than Guarantor) shall be, on any one or seeking more occasions, directly or indirectly, sold, assigned, hypothecated or otherwise transferred (whether by operation of law or otherwise), if such member of the Leasing Group shall be a corporation, without the prior written consent of Lessor, in each instance, which consent may be withheld by Lessor in its reasonable discretion with respect to a sale, assignment, hypothecation or other transfer to a Meditrust/Emeritus Transaction Affiliate and in all other cases, in its sole and absolute discretion; or iii. all or any portion of the beneficial interest in any member of the Leasing Group (other than Guarantor) shall be, directly or indirectly, sold or otherwise transferred (whether by operation of law or otherwise), if such member of the Leasing Group shall be a trust, without the prior written consent of Lessor, in each instance, which consent may be withheld by Lessor in its reasonable discretion with respect to a sale, assignment, hypothecation or other transfer to a Meditrust/Emeritus Transaction Affiliate and in all other cases, in its sole and absolute discretion; Notwithstanding the foregoing, no consent of Lessor to a pledge by Lessee of its stock to the lender of a Working Capital Loan satisfying the requirements of Section 6.1.3 shall be required (a "Working Capital Stock Pledge"). (i) the death, incapacity, liquidation, winding updissolution or termination of existence of any member of the Leasing Group or the merger or consolidation of any member of the Leasing Group with any other Person except as expressly permitted by the terms of this Lease Agreement; (j) except as provided in Section 19.1 hereof, reorganizationif, arrangementwithout the prior written consent of Lessor, adjustmentin each instance, protectionwhich consent may be withheld by Lessor in its sole and absolute discretion, relief Lessee's interest, or composition any interest of it a Sublessee which is an Affiliate of Lessee, in the Leased Property shall be, directly or indirectly, mortgaged, encumbered (by any voluntary or involuntary Lien other than the Permitted Encumbrances), subleased, sold, assigned, hypothecated or otherwise transferred (whether by operation of law or otherwise); (k) the occurrence of a default or breach of condition continuing beyond the expiration of the applicable notice and grace periods, if any, in connection with the payment or performance of any other material obligation of Lessee or any Sublessee which is an Affiliate of Lessee, if the applicable creditor or obligee elects to declare the obligations of Lessee or the applicable Sublessee under the 82 applicable agreement due and payable or to exercise any other right or remedy available to such creditor or obligee, or, whether or not such creditor or obligee has so elected or exercised, such creditor's or obligee's rights and remedies, if exercised, may involve or result in the taking of possession of, or the creation of a Lien on, the Leased Property; provided, however, that in any event, the election by the applicable creditor or obligee to declare the obligations of Lessee under the applicable agreement due and payable or to exercise any other right or remedy available to such creditor or obligee shall be an Event of Default hereunder only if such obligations, individually or in the aggregate, are in excess of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000); (l) the occurrence of a Related Party Default; (m) the occurrence of any default or breach of condition which is not cured within any applicable cure period under a Working Capital Loan secured by a Working Capital Stock Pledge (or any documents executed in connection therewith) or the exercise of any ownership rights by the lender of a Working Capital Loan secured by a Working Capital Stock Pledge; (n) except as a result of Casualty or a partial or complete Condemnation (including a temporary taking), if Lessee or any Sublessee ceases operation of the Facility for a period in excess of thirty (30) days (a "Failure to Operate"); (o) if one or more judgments against Lessee or any Sublessee which is an Affiliate of Lessee or attachments against Lessee's interest or any such Sublessee's interest in the Leased Property, which in the aggregate exceed TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000) or which may materially and adversely interfere with the operation of the Facility, remain unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period of thirty (30) days; (p) if any malpractice award or judgment exceeding any applicable professional liability insurance coverage by more than FIVE HUNDRED THOUSAND DOLLARS ($500,000) shall be rendered against any member of the Leasing Group and either (i) enforcement proceedings shall have been commenced by any creditor upon such award or judgment or (ii) such award or judgment shall continue unsatisfied and in effect for a period of ten (10) consecutive days without an insurance company satisfactory to Lessor (in its debts sole and absolute discretion) having agreed to fund such award or judgment in a manner satisfactory to Lessor (in its sole and absolute discretion) and in either case such award or judgment shall, in the reasonable opinion of Lessor, have a material adverse affect on the ability of Lessee or any Sublessee to operate the Facility; (q) if any Provider Agreement material to the operation or financial condition of the Leased Property shall be terminated prior to the expiration of the term thereof or, without the prior written consent of Lessor, in each instance, which consent may be withheld in Lessor's reasonable discretion, shall not be renewed or 83 extended upon the expiration of the stated term thereof; (r) if, after Lessee or any Sublessee has obtained approval for Medicare and/or Medicaid funding, a final unappealable determination is made by the applicable Governmental Authority that Lessee or any Sublessee shall have failed to comply with applicable Medicare and/or Medicaid regulations in the operation of the Facility, as a result of which failure Lessee or such Sublessee is declared ineligible to continue its participation in the Medicare and/or Medicaid programs and such determination could reasonably be expected to have a material adverse effect on the operation or financial condition of the Leased Property; (s) if any member of the Leasing Group receives notice of a final unappealable determination by applicable Governmental Authorities of the revocation of any Permit required for the lawful construction or operation of the Facility in accordance with the Primary Intended Use and, if applicable, the Other Permitted Uses or the loss of any Permit under any law relating other circumstances under which any member of the Leasing Group is required to bankruptcy, insolvency permanently cease the construction or reorganization operation of the Facility in accordance with the Primary Intended Use and the Other Permitted Uses; and (t) any failure to maintain the insurance required pursuant to Section 13 of this Lease in force and effect at all times until the Lease Obligations are fully paid and performed; (u) the appointment of a temporary manager (or relief or protection of debtors, or seeking operator) for the Leased Property by any Governmental Authority; (v) the entry of an order for relief by a court with jurisdiction over the Leased Property to close the Facility, to transfer one or more residents the appointment Facility as a result of a receiver, trustee, custodian an allegation of abuse or other similar official for it neglect or for any substantial part of its property; or the Borrower shall to take any action to authorize any of eliminate an emergency situation then existing at the actions described above in this paragraph (d), or any proceeding shall be instituted against the Borrower seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, andFacility, if such proceeding is being contested by the Borrower in good faith, order has not been stayed pending appeal within ten (10) following such proceeding shall remain undismissed or unstayed for a period of 60 daysentry; or (ew) An event the occurrence of any default shall have occurred or breach of condition continuing for more than thirty (30) days under Section 11.1 any credit agreement, loan agreement or other agreement establishing a major line of credit (including, without limitation, a major line of credit or a Working Capital Loan which is not secured by a Working Capital Stock Pledge)(or any documents executed in connection with such lines of credit) on behalf of Guarantor without regard to whether the Indenture and applicable creditor has elected to declare the Series A Bonds shall have been declared indebtedness due and payable pursuant under such line of credit or to Section 11.2 exercise any other right or remedy available to it or the occurrence of any such default or breach of condition if the Indentureapplicable creditor has elected to declare the indebtedness due and payable under such line of credit or to exercise any other right or remedy available to it. For the purpose of this provision, a major line of credit shall mean and include any line of credit established in an amount equal to or greater than ONE MILLION DOLLARS ($1,000,000) with respect to a line of credit for which Guarantor is an obligor, endorser, surety or guarantor.

1Events of Default. Each If Tenant shall fail to take possession of the following Premises within ten (10) days after the Commencement Date, or if Tenant fails to pay rent or any other sums payable to Landlord hereunder when due and such default shall continue for five (5) days after it is due (provided, upon the first failure of Tenant to make such payment in any consecutive twelve (12) month period, Landlord shall provide written notice thereof to Tenant, and no Event of Default shall have occurred unless and until Tenant fails to make such payment within three (3) business days after receipt of such notice), or if Tenant shall fail to perform or observe any of the other covenants, terms or conditions contained in this Lease within thirty (30) days (or such longer period as is reasonably required to correct any such default, provided Tenant promptly commences and diligently continues to effectuate a cure [but in all events within ninety (90) days]) after written notice thereof by Landlord; provided, however, that Landlord shall not be required to give any such notice more than once within any twelve (12) month period for Tenant’s failure to perform or observe the same covenant, term or condition of this Lease, then, and in any of such cases (notwithstanding any former breach of covenant or waiver thereof in a former instance), each of the foregoing shall be an “Event of Default”: ). The events hereinafter enumerated shall also be deemed Events of Default under this Lease without any notice, grace or cure period: (a) The Borrower if any of the events specified in Paragraph 11 occur, or (b) if Tenant shall fail to pay when due the amounts required substantiate to be paid Landlord Tenant’s satisfaction of its insurance requirements under this Agreement Lease at or prior to the Note when Commencement Date or at any time during the same shall become due and payable term hereof, in accordance with the terms provisions of this Agreement or the Note, including a failure to repay any amounts which have been previously paid but are recovered, attached or enjoined pursuant to any insolvency, receivership, liquidation or similar proceedings; or (b) The Borrower shall fail to perform or observe any of its covenants or agreements contained in this Agreement, the Regulatory Agreement, the Indenture, the Note or the Deed of Trust, other than as specified in paragraph (a) Paragraph 9.3 above, and such failure shall continue during and after the period specified in Section 7.2; or (c) Any representation if any corporate surety or warranty guarantor of this Lease merges with another entity, or liquidates or dissolves or changes control or if any surety or guarantor of this Lease fails to comply with any of the Borrower shall be determined by the Trustee provisions of its suretyship or the Authority to have been false in any material respect when made; guaranty agreement, or (d) The Borrower shall generally not pay its debts as they become dueif Tenant effects a Transfer in violation of Section 7 of this Lease, or shall admit then, and in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors or shall institute any proceeding or voluntary case seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property; or the Borrower shall take any action to authorize any of the actions described above such cases (notwithstanding any former breach of covenant or waiver thereof in this paragraph (da former instance), Landlord, in addition to all other rights and remedies available to it by law or equity or by any proceeding shall be instituted against other provisions hereof, may at any time thereafter, without notice, have the Borrower seeking option to adjudicate it a bankrupt pursue any one or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, and, if such proceeding is being contested by the Borrower in good faith, such proceeding shall remain undismissed or unstayed for a period of 60 days; or (e) An event of default shall have occurred under Section 11.1 more of the Indenture and the Series A Bonds shall have been declared due and payable pursuant to Section 11.2 of the Indentureremedies set forth in Paragraph 12.2, at law or in equity.

1Events of Default. Each of the following shall be events constitutes an “Unmatured Event of Default”Default under this Agreement: (a) The Borrower shall Borrowers fail to pay when due the amounts required to be paid any Obligation for principal or interest owing under this Agreement or the Note when the same shall become is due and payable, whether at a date for the payment of an installment or as a contingent or other payment becomes due and payable in accordance with the terms or as a result of this Agreement acceleration or the Note, including a failure to repay any amounts which have been previously paid but are recovered, attached or enjoined pursuant to any insolvency, receivership, liquidation or similar proceedings; orotherwise; (b) The Projected Net Revenue attributable to Proved Reserves, based on any of the Reserve Reports to be delivered to Lender after the Closing Date (after being adjusted to incorporate Lender's then-current assumptions with respect to pricing, Expenses, discount rates and xxxxxx under Permitted Swap Agreements) is insufficient to fully amortize the Loans by their stated maturity; (c) Any Loan Document at any time ceases to be valid, binding and enforceable against any Borrower shall for any reason other than its release or subordination 921350_11 made with the consent of Lender; or any Borrower or General Partner assert that any Loan Document to which it is a Party is not valid, binding and enforceable against any Borrower or General Partner; (d) Borrowers fail to duly observe, perform or observe comply with any of its covenants or agreements contained in this Agreement, the Regulatory Agreement, the Indenture, the Note or the Deed of Trust, other than as specified in paragraph (a) above, and such failure shall continue during and after the period specified covenant set forth in Section 7.2; (ce) Any "Event of Default" (as defined in the Security Document) (other than an event which is referred to in. subsections (a) through (d) above) occurs under the Security Document, and the same is not remedied within the applicable period of grace (if any) provided in such Security Document; (f) Borrowers fail (other than as referred to in subsections (a) through (e) above) to duly observe, perform or comply with any covenant, agreement, condition or provision of any Loan Document, and such failure is not remedied within thirty (30) days of the time at which Borrowers receive notice from Lender or otherwise knows or should have known of such failure; (g) Any representation or warranty previously, presently or hereafter made in writing by or on behalf of the Borrower Borrowers in connection with any Loan Document shall be determined by the Trustee or the Authority prove to have been false or incorrect in any material respect when on any date on or as of which made; (dh) The Borrower shall generally not pay its debts as they become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors or shall institute any proceeding or voluntary case seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property; or the Borrower shall take any action to authorize any of the actions described above in this paragraph (d), or any proceeding shall be instituted Any Lien against the Property, resulting from a Tax Claim or otherwise, for $50,000 or more is asserted against any Borrower seeking to adjudicate it a bankrupt or insolvent or seeking liquidationand such claim is not withdrawn, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, and, if such proceeding is being contested by the Borrower formally disputed in good faith, such proceeding or otherwise disposed of within ninety days (90) thereafter; Subject to Permitted Encumbrances, Lender shall remain undismissed at any time not have a perfected first priority Lien on all or unstayed for a period of 60 days; or (e) An event of default shall have occurred under Section 11.1 any part of the Indenture and Collateral; Except in connection with Borrowers' sale of a Promoted Interest in accordance with Section 11.13 below, Borrowers' Working Interest in the Series A Bonds shall have been declared due and payable pursuant to Section 11.2 Properties increases or its Net Revenue Interest in the Properties decreases from the interests set forth in Exhibit "A" without the prior written consent of the Indenture.Lender;