Common use of Default Termination Clause in Contracts

Default Termination. The following shall be considered events of “Default” by You: • Failure to make timely payment of any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured within ten (10) days of written notice; • Failure to comply with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying the nature of the breach. If the Content records reside on HSI’s Platform then, within ninety (90) days of termination or expiration of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will have the right to delete all, training records related to the expired or terminated Agreement and HSI will have no further obligation to make such data available to You.

Default Termination. The following i. MaineDOT reserves the right to terminate this Agreement or any part hereof, for its sole convenience. Thirty (30) days advance written notice shall be considered events provided in the case of “Default” by You: • Failure to make timely payment of any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured within ten (10) days of written notice; • Failure to comply with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period a termination for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereofconvenience. In the event of an uncured Default or one which is deemed not curablesuch termination, HSI mayVendor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Vendor shall be paid for all work on a percentage completed basis, at its optionas mutually agreed upon by the parties, suspend your access up to the Platform date of termination under this Paragraph 14.A. ii. MaineDOT shall have the right to terminate this Agreement in the event of a material breach or default by Vendor of its obligations hereunder that is not cured within thirty (30) days from the date of receipt by Vendor of written notice of such breach from MaineDOT. If the breach or default, by its nature, cannot be cured within such thirty (30) day period, then Vendor shall have such additional time (not to exceed thirty (30) additional days) as may be necessary to cure the breach or default, provided Vendor has exercised reasonable commercial efforts and Content taken appropriate action to begin cure of the breach or default within the initial thirty (30) day cure period. iii. MaineDOT shall have the right to terminate the this Agreement and Order Form, immediately upon written notice to youVendor in the event (i) Vendor, or any director, officer or employee of Vendor assigned to this Project is convicted of a criminal offense directly related to information technology services; or (ii) proceedings in bankruptcy are commenced against Vendor or if a receiver is appointed and such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of one hundred twenty (120) days. In Notwithstanding the foregoing, if a conviction of an employee assigned to this Project, officer or director, relates to individual and/or personal actions of such employee, officer or director and not the policy or directive of Vendor and, upon such conviction, Vendor shall terminate or otherwise remove such employee, officer or director and take such other steps to reasonably ensure the propriety of Vendor’ delivery of information technology services, then MaineDOT shall not have a right to terminate this Agreement pursuant to the foregoing clause (i) of this Section 14 (C). iv. Vendor shall have the right to terminate this Agreement in the event of a Default material breach or default by the Licensee, HSI retains all MaineDOT of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees obligations hereunder that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured is not cured within thirty (30) days after HSI receives from the date of receipt by MaineDOT of written notice specifying the nature of the breachsuch breach from Vendor. If the Content records reside on HSI’s Platform thenbreach or default, by its nature, cannot be cured within ninety such thirty (90) days of termination or expiration of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (9030) day period, HSI will then MaineDOT shall have no obligation such additional time (not to maintain anyexceed thirty (30) additional days) as may be necessary to cure the breach or default, provided MaineDOT has exercised reasonable commercial efforts and will have taken appropriate actions to begin cure of the right breach or default within the initial thirty (30) day cure period. v. Vendor shall cause the foregoing provisions to delete allbe inserted in any subcontract for any work covered by this Agreement so that such provisions shall be binding upon each subcontractor, training records related provided that the foregoing provisions shall not apply to the expired contracts or terminated Agreement and HSI will have no further obligation to make such data available to Yousubcontracts for standard commercial supplies or raw materials.

Default Termination. a. The following shall be considered events occurrence of “Default” by You: • Failure to make timely payment of any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured within ten (10) days of written notice; • Failure to comply with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there following shall be no cure period for any “directly competitive purpose” activity; constitute a material default and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions breach of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore Lease by Tenant: i. Any failure by Tenant to pay the rental required to be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement paid by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured Tenant hereunder where such failure continues for thirty (30) days after HSI receives written notice specifying thereof by Landlord to Tenant; or ii. Any failure by Tenant to pay the nature Impositions required to be paid hereunder by Tenant where such failure continues for thirty (30) days after written notice thereof by Landlord to Tenant; or iii. Any failure by Tenant to maintain the insurance required to be maintained hereunder by Tenant where such failure continues for thirty (30) days after written notice thereof by Landlord to Tenant; or iv. There shall be filed by or against Tenant in any court or other tribunal pursuant to any statute or other rule of law, either of the breach. If United States or of any State or of any other authority now or hereafter exercising jurisdiction, a petition in bankruptcy or insolvency proceedings or for reorganization or for the Content records reside on HSIappointment of a receiver or trustee of all or substantially all of Tenant’s Platform thenproperty, unless such petition be filed against Tenant and if in good faith Tenant shall promptly thereafter commence and diligently prosecute any and all proceedings appropriate to secure the dismissal of such petition, and such petition is dismissed within ninety 180 days or Tenant makes an assignment for the benefit of creditors; or v. Pursuant to any other default or breach of this Lease by Tenant, Landlord obtains a money judgment against Tenant in a court of competent jurisdiction, and such judgment is not paid to Landlord within sixty (9060) days after such judgment becomes final. b. In the event of termination any such default by Tenant, then in addition to any other remedies available to Landlord at law or expiration in equity, Landlord, subject to the rights of the AgreementLeasehold Mortgagees under paragraph 6, shall have the immediate option to terminate this Lease and all rights of Tenant hereunder by giving written notice of such intention to terminate in the manner specified in this section of the Lease. In the event that Landlord shall elect to so terminate this Lease, then Landlord may recover from Tenant: i. The worth at the time of award of any unpaid rent which had been earned at the time of such termination; plus ii. The worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss Tenant proves could have been reasonably avoided; plus iii. The worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; plus iv. Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom; plus v. Such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable Iowa law. As used in subparagraphs i and ii above, the Licensee may print“worth at the time of award” is computed by allowing interest at the rate of 8.0% per annum. As used in subparagraph iii above, the “worth at the time of award” is computed by discounting such amount at the discount rate of 8.0%. c. The occurrence of any default or request that HSI printbreach of this Lease by Tenant, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (90) day periodother than those set forth in subparagraph a above, HSI will have no obligation shall be deemed not to maintain anybe material hereunder, and will Landlord shall not have the right to delete allterminate this Lease for any such default. In the event of such a non-material default, training records related which default continues for thirty (30) days after written notice thereof by Landlord to Tenant (provided that, if the nature of such default is such that the same cannot be cured within such 30-day period, Tenant shall not be deemed to be in default if Tenant shall within such period commence such cure and thereafter diligently pursue the same to completion), Landlord’s sole remedy shall be damages, as determined by a court of competent jurisdiction. d. In the event of the vacation or abandonment of the Demised Premises by Tenant, Landlord shall have the right to re-enter the Demised Premises and take possession of the Demised Premises pursuant to legal proceeding or pursuant to any notice provided by law, and if Landlord does not elect to terminate this Lease, Landlord may, from time to time, without terminating this Lease, either recover all rental as it becomes due, or relet the Demised 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. 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 expired payment of any indebtedness other than rent due hereunder from Tenant to Landlord; second, to the payment of any cost of such reletting; third, 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 that portion of such rentals received from such reletting during any year, which is applied to the payment of rent hereunder, be less than the rent payable during that year by Tenant hereunder, then Tenant shall pay such deficiency to Landlord immediately upon demand therefor by Landlord. Such deficiency shall be calculated and paid annually. Tenant shall also pay to Landlord, as soon as ascertained, any costs and expenses incurred by Landlord in such reletting. f. Upon a default or terminated Agreement breach of any term of this Lease by Landlord hereunder, Tenant shall have the right to terminate this Lease and HSI will have no further obligation all other rights and remedies provided by law or equity. g. Except as otherwise expressly provided herein, the rights and remedies given herein to make Landlord and Tenant shall be deemed cumulative, and the exercise of one of such data available remedies shall not operate to Youbar the exercise of any other rights reserved to Landlord or to Tenant under the provisions of this Lease or given to Landlord or to Tenant by law.

Default Termination. The following shall be considered events of “Default” by You: • Failure to make timely payment of any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured within ten (10) days of written notice; • Failure to comply with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use A party may deliver to the other party a written "Notice of Default" for: (i) failing to make any payment owed hereunder, when no bona fide dispute exists (a "Monetary Default"); or (ii) the Contentbreaching by either party or its agents, and assigns or affiliates of any Material Provision; or (biii) promptlythe filing or initiating of proceedings by or against a party seeking liquidation, but reorganization or other such relief under any federal or state bankruptcy or insolvency law (a "Bankruptcy Proceeding"). Such Notice of Default must prominently contain the following sentences in no case more than capital letters: "THIS IS A FORMAL NOTICE OF A BREACH OF CONTRACT. FAILURE TO CURE SUCH BREACH WILL HAVE SIGNIFICANT LEGAL CONSEQUENCES." A party that has received a Notice of Default shall have five (5) business daysdays to cure a Monetary Default, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying to cure the nature alleged breach of any other Material Provision (other than Section 15.8(a) or the Standstill Agreement, which shall be required to be cured upon demand by PSINet, provided, however, that IXC Communications, Inc. and/or IXC shall have five (5) business days to cure a nonintentional breach of clause (vi) of Section 15.8(a) or clause (vi) of Section 2 of the breach. If Standstill Agreement) and, if the Content records reside on HSI’s Platform thendefaulting party shall have commenced actions in good faith to cure such defaults which are not susceptible of being cured during such 30-day period, within such period shall be extended (but not in excess of 90 additional days) while such party continues such actions to cure, and shall be given ninety (90) days to remove, have dismissed or stay any involuntary Bankruptcy Proceeding (each such cure period, a "Cure Period"). If such party fails to cure the breach within the applicable Cure Period or, in the case of termination Section 15.8(a) (other than clause (vi) thereof) or expiration the Standstill Agreement (other than clause (vi) of the AgreementSection 2 thereof), upon demand by PSINet, as long as such default shall be continuing, the Licensee may print, or request that HSI print, one final report of the training records for recordnon-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will defaulting party shall have the right to delete alleither (a) suspend its performance or payment obligations under this Agreement and/or any of the Transaction Documents (other than obligations under Section 15.8(a) and the Standstill Agreement), training records related (b) seek an order of specific performance or, in the case of a breach of Section 15.8(a) or the Standstill Agreement, specific performance, injunctive relief or other equitable remedy, and/or (c) seek the award of compensatory damages. Notwithstanding anything herein to the expired contrary, in no event, shall IXC have the right to terminate, modify or terminated Agreement otherwise affect its grant to PSINet of, or PSINet's right, title and HSI interest in, the IRU Capacity and the PSINet Fiber IRU, provided, however, that, during the continuance of any breach (as determined by an arbitration pursuant to Section 19.14) by PSINet of a Material Provision, IXC shall have the rights set forth in the preceding sentence with respect to matters other than those affecting PSINet's right, title or interest in the IRU capacity or the PSINet Fiber IRU; such IXC rights to include, without limitation, the right to disconnect PSINet's access, and to suspend performance of its obligations hereunder to allow PSINet access, to IXC's POPs, the IXC Fibers, electronics, and optronics (whether by way of direct connection, interconnection, or other means), and the right to suspend maintenance. In the event IXC does not allow PSINet access to IXC's POPs as set forth in the preceding sentence, IXC will allow PSINet, upon reasonable notice, to remove PSINet's equipment and any equipment leased to PSINet or provided by a third party to PSINet from the POPs. (b) In the event of, and during the continuance of, a breach by IXC of any Material Provision (subject to the last sentence of this section), so long as PSINet shall not have been determined pursuant to arbitration proceedings conducted under Section 19.14(b) to be in breach of a Material Provision hereunder which remains continuing, PSINet shall be entitled to engage an Approved Subcontractor to access the Maintainable Equipment (as defined) in IXC's POPs as reasonably necessary to assure its continued uninterrupted use of the PSINet Fiber IRU and the IRU in the IRU Capacity granted to PSINet hereunder. Such access shall be subject to applicable rights-of-way and lessor rights; provided, however, that in the event PSINet exercises its rights pursuant to this Section 7.4(b), IXC shall use reasonable efforts to obtain any necessary third party consents to such access. Such access is referred to as the "Access Right." PSINet shall use its best efforts to assure that no damage is caused to IXC's equipment, fibers or systems in connection with such maintenance and access. IXC shall use its commercially reasonable best efforts to assure that the applicable rights-of-way and lessors' rights are maintained and exercised at all times in a manner consistent with PSINet's ability pursuant to this Section 7.4(b) to access all relevant premises to install and/or maintain equipment associated with or to be associated with the PSINet Fiber IRU or the IRU in the IRU Capacity granted to PSINet hereunder. Notwithstanding the foregoing, however, PSINet shall have no further obligation to make rights under this Section 7.4(b) by reason of an IXC Bankruptcy Proceeding if IXC is not also at such data available to Youtime in breach of a Material Provision.

Default Termination. The following shall be considered events of “Default” by You: • Failure to make timely payment of any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured within ten (10) days of written notice; • Failure to comply with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use A party may deliver to the other party a written "Notice of Default" for: (i) failing to make any payment owed hereunder, when no bona fide dispute exists (a "Monetary Default"); or (ii) the Contentbreaching by either party or its agents, and assigns or affiliates of any Material Provision; or (biii) promptlythe filing or initiating of proceedings by or against a party seeking liquidation, but reorganization or other such relief under any federal or state bankruptcy or insolvency law (a "Bankruptcy Proceeding"). Such Notice of Default must prominently contain the following sentences in no case more than capital letters: "THIS IS A FORMAL NOTICE OF A BREACH OF CONTRACT. FAILURE TO CURE SUCH BREACH WILL HAVE SIGNIFICANT LEGAL CONSEQUENCES." A party that has received a Notice of Default shall have five (5) business daysdays to cure a Monetary Default, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying to cure the nature alleged breach of any other Material Provision (other than Section 15.8(a) or the Standstill Agreement, which shall be required to be cured upon demand by PSINet, PROVIDED, HOWEVER, that IXC Communications, Inc. and/or IXC shall have five (5) business days to cure a nonintentional breach of clause (vi) of Section 15.8(a) or clause (vi) of Section 2 of the breach. If Standstill Agreement) and, if the Content records reside on HSI’s Platform thendefaulting party shall have commenced actions in good faith to cure such defaults which are not susceptible of being cured during such 30-day period, within such period shall be extended (but not in excess of 90 additional days) while such party continues such actions to cure, and shall be given ninety (90) days to remove, have dismissed or stay any involuntary Bankruptcy Proceeding (each such cure period, a "Cure Period"). If such party fails to cure the breach within the applicable Cure Period or, in the case of termination Section 15.8(a) (other than clause (vi) thereof) or expiration the Standstill Agreement (other than clause (vi) of the AgreementSection 2 thereof), upon demand by PSINet, as long as such default shall be continuing, the Licensee may print, or request that HSI print, one final report of the training records for recordnon-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will defaulting party shall have the right to delete alleither (a) suspend its performance or payment obligations under this Agreement and/or any of the Transaction Documents (other than obligations under Section 15.8(a) and the Standstill Agreement), training records related (b) seek an order of specific performance or, in the case of a breach of Section 15.8(a) or the Standstill Agreement, specific performance, injunctive relief or other equitable remedy, and/or (c) seek the award of compensatory damages. Notwithstanding anything herein to the expired contrary, in no event, shall IXC have the right to terminate, modify or terminated Agreement otherwise affect its grant to PSINet of, or PSINet's right, title and HSI interest in, the IRU Capacity and the PSINet Fiber IRU, PROVIDED, HOWEVER, that, during the continuance of any breach (as determined by an arbitration pursuant to Section 19.14) by PSINet of a Material Provision, IXC shall have the rights set forth in the preceding sentence with respect to matters other than those affecting PSINet's right, title or interest in the IRU capacity or the PSINet Fiber IRU; such IXC rights to include, without limitation, the right to disconnect PSINet's access, and to suspend performance of its obligations hereunder to allow PSINet access, to IXC's POPs, the IXC Fibers, electronics, and optronics (whether by way of direct connection, interconnection, or other means), and the right to suspend maintenance. In the event IXC does not allow PSINet access to IXC's POPs as set forth in the preceding sentence, IXC will allow PSINet, upon reasonable notice, to remove PSINet's equipment and any equipment leased to PSINet or provided by a third party to PSINet from the POPs. (b) In the event of, and during the continuance of, a breach by IXC of any Material Provision (subject to the last sentence of this section), so long as PSINet shall not have been determined pursuant to arbitration proceedings conducted under Section 19.14(b) to be in breach of a Material Provision hereunder which remains continuing, PSINet shall be entitled to engage an Approved Subcontractor to access the Maintainable Equipment (as defined) in IXC's POPs as reasonably necessary to assure its continued uninterrupted use of the PSINet Fiber IRU and the IRU in the IRU Capacity granted to PSINet hereunder. Such access shall be subject to applicable rights-of-way and lessor rights; PROVIDED, HOWEVER, that in the event PSINet exercises its rights pursuant to this Section 7.4(b), IXC shall use reasonable efforts to obtain any necessary third party consents to such access. Such access is referred to as the "Access Right." PSINet shall use its best efforts to assure that no damage is caused to IXC's equipment, fibers or systems in connection with such maintenance and access. IXC shall use its commercially reasonable best efforts to assure that the applicable rights-of-way and lessors' rights are maintained and exercised at all times in a manner consistent with PSINet's ability pursuant to this Section 7.4(b) to access all relevant premises to install and/or maintain equipment associated with or to be associated with the PSINet Fiber IRU or the IRU in the IRU Capacity granted to PSINet hereunder. Notwithstanding the foregoing, however, PSINet shall have no further obligation to make rights under this Section 7.4(b) by reason of an IXC Bankruptcy Proceeding if IXC is not also at such data available to Youtime in breach of a Material Provision.

Default Termination. 7.01. There will be a default by the APPLICANT if the APPLICANT fails to perform or comply with any material provision of this Agreement. There will be a default by the CITY fails to perform or comply with any material provision of this Agreement. 7.02. Except as provided in the Façade Preservation Easement, attached as Exhibit B, if a default occurs, upon giving 15 calendar days written notice of such default to the defaulting party, and upon expiration of such 15-day notice period if the default has not been cured, the non-defaulting party may terminate this Agreement. In the situation where the non-defaulting party is the APPLICANT, its sole remedy will be the amount of approved Incentives, less reimbursements already made, provided that Completion has timely occurred prior to default. In the case of a default which also involves a violation of the Façade Easement, the remedies described in the Easement may also be pursued. 7.03. The following shall failure of the CITY or APPLICANT to promptly insist upon strict performance of any provision will not be considered events deemed a waiver of “Default” any right or remedy that they may have, and will not be deemed a waiver of a subsequent default or nonperformance of such provision. (a) The undertaking and completion of the Project and performance by You: • Failure the APPLICANT in accordance with the provisions of this Agreement are dependent upon the timely completion and approval of plans, permits, and successful financing. In addition to make timely a termination upon a default, this Agreement may be terminated by the APPLICANT or CITY if the APPLICANT does not commence construction or obtain a building permit for the Project within three months of the effective date of this Agreement, or complete construction in accordance with the agreed upon schedule. (b) The Agreement may be terminated by the APPLICANT for any reason prior to receiving payment of any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured within ten Actual Incentives. (10c) days of written notice; • Failure to comply with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by termination pursuant to this Section 7.04, neither the LicenseeAPPLICANT nor CITY will be obligated or liable one to the other in any way, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content claim or matter arising from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form any actions taken by HSI which remains uncured thirty (30) days after HSI receives written notice specifying the nature of the breachAPPLICANT or CITY thereunder or contemplated hereby. If the Content records reside on HSI’s Platform then, within ninety (90) days of termination or expiration of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records Each party will be responsible for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will have the right to delete all, training records related to the expired or terminated Agreement and HSI will have no further obligation to make such data available to Youits own costs.

Default Termination. The following a. Supplier shall be considered events of “Default” by You: • Failure to make timely payment of any amounts owing in default under Section 6 of this Agreement and/or the Order Form, if not cured within ten (10) days of written notice; • Failure to comply with any of the use restrictions set forth following events (“Events of Default”) shall occur: i. If Supplier breaches any material provision or condition of this Agreement; ii. The filing of a petition by or against Supplier (1) in Section any bankruptcy or other insolvency proceeding; (2) seeking any relief under any state or federal debtor relief law; (3) for the appointment of a liquidator or receiver for all or substantially all of Supplier’s property, or (4) for the reorganization or modification of Supplier’s capital structure; however, if such a petition is filed against Supplier, then such filing shall not cured be an Event of Default unless Supplier fails to have the proceedings initiated by such petition dismissed within ninety (90) days after the filing thereof; iii. If Supplier defaults under any loan agreement with its lenders, and such default remains uncured for sixty (60) days; or iv. If vendors representing ten percent (10%) days or more of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure Company’s purchasing volume refuse to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement supply Supplier for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested an Event of Default occurs and is not cured by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured Supplier within thirty (30) days after HSI receives receipt of written notice specifying the nature of the from Company to cure such breach. If the Content records reside on HSI’s Platform , then, within ninety (90) days of termination in addition to any other right or expiration of the remedy Company may have under this Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will Company shall have the right to delete allterminate this Agreement. b. Company shall be in default (a “Company Event of Default”) if Company breaches any material provision or condition of this Agreement. If a Company Event of Default occurs and is not cured by Company within thirty (30) days after receipt of written notice from Supplier, training records related then in addition to any other right or remedy which Supplier may have under this Agreement, Supplier shall have the right to terminate this Agreement. In the event Company shall be in default of a payment due Supplier, and such payment default is not the result of a good faith dispute between Company and Supplier and Company has deposited the disputed amount in an escrow pending resolution of the dispute in the manner set forth in this Agreement, then Supplier shall be under no obligation to supply Products or services for so long as the payment default remains uncured and/or the dispute remains unresolved. c. Notwithstanding paragraphs (a) and (b) above, in the event of termination of this Agreement prior to the expired end of the stated term, either party (so long as such party is not then in default under this Agreement as described in this Section 17) may require the other party to continue to honor the terms of this Agreement for up to six (6) additional months to allow Company and Supplier to effect an efficient transition. d. Upon the expiration or terminated termination of this Agreement, Company shall at its own cost (i) promptly return to Supplier all advertising material and all other information received from Supplier, (ii) promptly cease to engage in advertising or promotional activities concerning the Products, and (iii) promptly cease to represent, in any manner, that Company has been designated by Supplier to sell or promote the Products. e. Upon the expiration or termination of this Agreement for any reason, Company agrees to purchase all remaining Unique Inventory then in date and HSI will in the hands of Supplier at Supplier’s Defined Cost for such Products. As used herein a Product shall be considered “Unique Inventory” if at least 80% of the total sales of such Product in the immediately preceding quarter shall have no further obligation been to make Company. Supplier’s rights under this paragraph shall be limited to one normal historical inventory turn of such data available items, except that Company shall be obligated to Youpurchase all inventory of Company’s private label Products.

Default Termination. The following shall be considered events Customer’s use of “Default” by Youthe Services provided herein and any equipment associated therewith will not: • Failure to make timely payment (a) interfere with or impair service over KsFiberNet’s network; (b) impair privacy of any amounts owing under communications over such network; (c) cause damage of any nature to KsFiberNet’s assets or customers; or (d) be used in violation of any of KsFiberNet’s policies and procedures, including the KsFiberNet Acceptable Use Policy (“AUP”), found at xxx.xxxxxxx.xxx/xxxxx-xxxxxxxx/. KsFiberNet may immediately suspend or terminate, without liability, the Services for any violation of these provisions. If Services are suspended pursuant to this Section 6 14, reconnection charges may apply. Except as set forth above, if either party violates any provision of this Agreement and/or the Order Form, if not cured within non-defaulting party may send the defaulting party written notice detailing the default. The defaulting party will have: (a) ten (10) days of written notice; • Failure to comply with any from the date of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of cure a Default by the Licenseepayment default, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives from the date of the written notice specifying the nature of the breachto cure a non-payment default. If the Content records reside on HSI’s Platform thendefaulting party fails to cure, the non-defaulting party may terminate this Agreement and any Services hereunder upon notice or pursue any and all other legal remedies. For purposes of clarity, Customer shall be deemed to be in default, and KsFiberNet may invoke its rights in this Section 14, if Customer makes a general assignment for the benefit of its creditors, files a voluntary petition in bankruptcy or any petition or answer seeking, consenting to, or acquiescing in reorganization, arrangement, adjustment, composition, liquidation, dissolution or similar relief; or, if an involuntary petition in bankruptcy or other insolvency action against Customer is filed and not dismissed within ninety sixty (9060) days of termination days. If Customer terminates this Agreement or expiration all or any part of the Agreement, Services at any time after the Licensee may printEffective Date, or request that HSI printif KsFiberNet terminates this Agreement as a result of Customer’s uncured default, one final report KsFiberNet may charge Customer an early termination fee equal to and including any or all of the training records following: (a) 100% of the total MRC, surcharges and taxes for recordthe Services Term then remaining for months 1-keeping 12 of the Service Term, plus 75% of the remaining MRC that would have been incurred for the Service for months 13 through 24, plus 50% of the remaining MRC that would have been incurred for the Service for months 25 through the end of the Service Term, if applicable; and course content auditing purposes. After that ninety (90b) day periodany unpaid activation, HSI will have no obligation to maintain any, installation and/or special construction charges and will have the right to delete all, training records any third party termination charges related to the expired installation or cancellation of any off-net service; and (c) all other fees or costs, whether previously waived or not, less amounts already paid. Customer acknowledges that KsFiberNet’s damages for early termination would be difficult to determine and the termination charge(s) constitutes liquidated damages and are not intended as a penalty but as a mutually-agreed upon amount representing, but not limited to, lost revenue, proportionate or actual third party costs and capital expenditures, and internal costs. All such amounts will become immediately due and payable by Customer to KsFiberNet. Customer will not be liable for the early termination fees set forth above if KsFiberNet defaults under the Agreement or if Customer orders from KsFiberNet, at the time of Service termination, services of equal or greater MRC than the Services terminated and the new services are approved by KsFiberNet. Separate recovery for the same damages is not permitted under this Agreement and HSI will have no further obligation to make such data available to Youby either party.

Default Termination. The following shall be considered events of “Default” by You: • Failure (a) In addition to make timely payment of GrainCorp’s rights at law and any amounts owing other rights that GrainCorp has under Section 6 of this Agreement and/or or any other Agreement, in the Order Formevent that You default under this Agreement, if not cured within ten (10) days of written notice; • Failure GrainCorp is entitled to comply with do any of the use restrictions set forth in Section 2following: (i) In respect of a failure by You to pay a Fee, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with immediately exercise any of its rights pursuant to clause 5(a) of Part E; and (ii) In respect of any other default (subject to clauses 13(b) of Part A and clause 14 of Part B), elect to pursue the restrictions or obligations set forth in Section 3, if not cured within ten relief under clause 5(a) of Part E. (10b) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the that a party has breached this Agreement and Order Formthat breach is capable of remedy, the other party must serve a notice on the party in breach which outlines the nature of the breach and provides seven (7) Calendar Days’ notice for the breaching party to remedy that breach. (c) GrainCorp is entitled to terminate this Agreement immediately upon written notice where: (i) You fail to you. In the event of pay a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether Fee due and payable now under this Agreement; (ii) You breach an essential term of this Agreement in circumstances where that breach cannot or is not remedied as required under this Agreement; (iii) You fail to follow a reasonable and lawful direction of GrainCorp given in connection with this Agreement; (iv) You commit an act or omission which compromises the safety of a person performing Services under this Agreement or brings or intends to bring GrainCorp’s name into disrepute; (v) You are placed under some form of official administration, receivership or liquidation or in the future. Upon termination or expiration GrainCorp’s opinion, You are unable to pay Your debts as and when they fall due; (vi) Where a notice has been served in accordance with clause 13(b) of the Agreement for any reason, Licensee will (a) immediately cease use of the ContentPart A, and the breach has not been remedied to GrainCorp’s satisfaction within the required timeframe; or (bvii) promptlyWhere clause 12(c) of Part A applies. (d) You can terminate this Agreement when GrainCorp: (i) Breaches a term of this Agreement in circumstances where that breach cannot be remedied; or (ii) Is placed under some form of official management due to its insolvency. (e) You can also terminate this Agreement upon fourteen (14) Calendar Days’ written notice to GrainCorp: (i) Where a notice has been served on GrainCorp in accordance with clause 13(b) of Part A, but and the breach has not been remedied to Your satisfaction within the required timeframe; or (ii) Where clause 12(c) of Part A applies. (f) You can also terminate this Agreement by providing twenty-one (21) Calendar Days’ written notice of your intention to terminate this Agreement on the Termination Date. (g) You must pay all Fees and Costs due and/or payable in no case more connection with this Agreement not later than five (5) business daysBusiness Days following the effective date of termination of this Agreement. (h) You must make all necessary arrangements for the immediate Transfer or Outload of Your Accounting Stock following the termination of this Agreement. Until such time as the Transfer or Outload occurs, delete You will continue to be liable to pay all Fees for Services performed or, in the event that the Next Season has commenced, the fees and charges under Next Season’s Country Storage and Handling Agreement. (i) Termination of this Agreement shall not prejudice any copies rights of either party which accrue prior to the Content from its computers, servers, effective date of termination or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions which are expressed to survive termination of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth including those in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (3013(h) days after HSI receives written notice specifying the nature of the breach. If the Content records reside on HSI’s Platform then, within ninety (90) days of termination or expiration of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will have the right to delete all, training records related to the expired or terminated Agreement and HSI will have no further obligation to make such data available to Youabove.

Default Termination. The following If at any time during the term hereof (i) Lessee shall be considered events of “Default” by You: • Failure to make timely default in the payment of any amounts owing Rent or of any other sum of money whatsoever which Lessee shall be obligated to pay under Section 6 of this Agreement and/or the Order Form, if not cured within provisions hereof for ten (10) days after written notice and demand, or (ii) Lessee shall default in the performance or observance of written notice; • Failure to comply with any of the use restrictions set forth in Section 2other terms, if not cured within ten (10) days of written notice; provided howevercovenants, that there shall be no cure period conditions or agreements hereof for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying the nature of the breach. If the Content records reside on HSI’s Platform then, within ninety (90) days of termination or expiration of the Agreement, the Licensee may printand demand for cure, or request if such default shall be of such a nature that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety same cannot practicably be cured within said thirty (9030) day period, HSI will Lessee shall not within said thirty (30) day period commence with due diligence and dispatch to cure and perform such defaulted term, covenant, condition or agreement, or Lessee shall within said thirty (30) day period commence with due diligence and dispatch to cure and perform such defaulted term, covenant, condition or agreement but shall thereafter fail or neglect to prosecute and complete with due diligence and dispatch the curing and performance of such defaulted term, covenant, condition or agreement, or (iii) the taking, commencement or institution of any action or proceeding, including fast track proceedings, by any state or federal authority having jurisdiction over the Demised Premises as a health care facility to terminate or revoke any license certification of Lessee of which Lessor is not immediately notified or which is not resolved within fifteen (15) days for fast track proceedings or thirty (30) days for any other action or proceeding, or (iv) the receipt by Lessee of a Level A or higher deficiency on any licensure inspection or survey of the Demised Premises which (unless contested in good faith) is not resolved by corrective action plan or otherwise within a period of twenty (20) days (or such longer period as may be permitted by the applicable regulatory agency); THEN AND IN ANY SUCH CASE, if such default shall be continuing, Lessor, at Lessor's option, may elect to terminate this Lease at any time by giving ten (10) days notice in writing to Lessee, electing to terminate this Lease, and the term hereof shall expire by limitation at the expiration of said ten (10) days notice as fully and completely as if said date were the date herein originally fixed for the expiration of the term hereof, and Lessee shall thereupon quit and peacefully surrender the Demised Premises to Lessor, without any payment therefor by Lessor, and Lessor, upon the expiration of said ten (10) days notice, or at any time thereafter may re-enter and remove all persons and property therefrom, either by summary proceedings or by any suitable action or proceeding at law, or by force or otherwise, without being liable to indictment, prosecution or damages therefor, and may have, hold and enjoy the Demised Premises. If Lessor shall obtain possession of the Demised Premises by reason of or following any default of Lessee, then Lessee shall pay to Lessor on demand all reasonable expenses incurred by Lessor in obtaining possession and in altering, repairing and putting the Demised Premises in good order and condition, and in reletting the same, including reasonable fees of architects, attorneys and agents, and any other reasonable expenses and commissions and Lessee further agrees to pay to Lessor upon the rent days specified herein in each month following any termination hereof by reason of a default of Lessee hereunder, until the end of the period which would have no obligation to maintain constituted the Term hereof (whether or not Lessor shall have terminated this Lease), the Rent and all other sums of money whatsoever which would have been payable by Lessee during such period, deducting only the net amount of rent, if any, which Lessor shall actually receive (after deducting therefrom all reasonable expenses and will costs of operation and maintenance of the Demised Premises) from and by any reletting of the Demised Premises, and Lessee hereby agrees to be and remain liable for all sums aforesaid as well as for any deficiency therein. Lessor shall have the right from time to delete alltime to bring and maintain successive actions or other legal proceedings against Lessee for the recovery of such amounts, training records related which liability it is expressly covenanted shall survive the issuance of any warrant of dispossess or other court process. Nothing herein contained shall be deemed to require Lessor to wait to bring any such action or other legal proceedings until the date when this Lease would have expired had there been no such default by Lessee. In reletting the Demised Premises as aforesaid, Lessor may make leases and lettings of the whole or less than the whole of the same, for a term or terms greater or less than the term hereof, and for a rental or rentals and upon such terms, covenants, conditions, agreements and provisions as Lessor may elect in its sole discretion. In addition to the expired right of Lessor to cancel the Agreement as provided in this Section, and without waiver of such right, Lessor may xxx Lessee for damages for noncompliance with any covenant, agreement or terminated warranty contained in this Agreement or for nonpayment of any sum required to be paid by Lessee to Lessor or for specific performance of any covenant of this Agreement. The waiver of any one Event of Default shall not be construed as the waiver of any other Event of Default. Upon the occurrence of a default by Lessee under this Agreement, Lessor shall have the absolute right, at any time without notice to have a receiver appointed to take possession of the Demised Premises, collect the rents, issues, profits, patient contract accounts, Medicare and HSI will have no further obligation Medicaid payments, accounts receivable and all other payments or obligations owing to make Lessee with respect to the Demised Premises, and apply the same against Lessee's obligations hereunder. Neither the filing of a petition for the appointment of a receiver nor the appointment itself shall constitute an election by Lessor to terminate this Agreement. No receipt of moneys by Lessor from Lessee after a termination hereof by Lessor shall reinstate, continue or extend the Term hereof or affect any notice theretofore given to Lessee, or operate as a waiver of the right of Lessor to enforce the payment of rent when due or thereafter falling due, it being agreed that after the commencement of suit for possession of the Demised Premises, or after final order or judgment for possession of the Demised Premises, Lessor may demand, receive and collect any moneys due or thereafter falling due without in any manner affecting such data available to Yousuit, order or judgment; all such monies collected being deemed payments on account of the use and occupation of the Demised Premises or, at the election of Lessor, on account of Lessee's liability hereunder. Lessor shall have, receive and enjoy, as Lessor's sole and absolute property, any and all sums collected by Lessor as rent or otherwise upon reletting the Demised Premises after Lessor shall resume possession thereof as hereinbefore provided, including, without limitation upon the generality of the foregoing, any amounts by which the sum or sums collected exceed the continuing liability of Lessee hereunder.

Default Termination. The following 16.1 During the Development Period and until the commencement of the Post- Development Period, if default shall be considered events of “Default” by You: • Failure to make timely payment of any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured within ten (10) days of written notice; • Failure to comply with made in any of the use restrictions covenants or agreements of Grantee contained in this Easement, Grantor may pursue any and all remedies set forth in Section 224 of the Master Agreement. 16.2 Upon commencement of the Post-Development Period, if not cured at any time Grantee fails to properly perform its obligations under this Easement, Grantor, in its sole discretion, may: (i) seek specific performance of the unperformed obligations, (ii) terminate this Easement if Grantee fails to perform such obligation within ten sixty (1060) days after written notice thereof from Grantor to Grantee, or (iii) at Grantee's sole cost, arrange for the performance of written notice; provided howeversuch work as Grantor deems necessary for the safety of its rail operations, that there activities and property, or to avoid or remove any interference with the activities or property of Grantor, or anyone or anything present on the rail corridor or property with the authority of permission of Grantor. Grantee shall be no cure period promptly reimburse Grantor for all costs of work performed on Grantee's behalf upon receipt of an invoice for such costs. Grantor's failure to perform any “directly competitive purpose” activity; and • Failure to comply with any obligations of Grantee shall not alter the restrictions or obligations liability allocation set forth in Section 3this Easement. 16.3 In addition to and not in limitation of the foregoing, if Grantor has the right, but not cured within ten (10) days of written notice; provided howeverthe obligation, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately this Easement upon written notice to you. In Grantee in the event that Grantee fails to complete construction of a Default the Facility by December 31, 2014. 16.4 Upon termination of this Easement, whether by abandonment of the Easement or by the Licenseeexercise of Grantor's termination rights hereunder, HSI retains Grantee shall, at its sole cost and expense, immediately perform the following: 16.4.1 remove all of its rights and remedies at law, including equipment from the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying the nature of the breach. If the Content records reside on HSI’s Platform then, within ninety (90) days of termination or expiration of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will have the right to delete all, training records related to the expired or terminated Agreement and HSI will have no further obligation to make such data available to You.Premises;

Default Termination. The following i. MaineDOT reserves the right to terminate this Agreement or any part hereof, for its sole convenience. Thirty (30) days advance written notice shall be considered events provided in the case of “Default” by You: • Failure to make timely payment of any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured within ten (10) days of written notice; • Failure to comply with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period a termination for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereofconvenience. In the event of an uncured Default or one which is deemed not curablesuch termination, HSI mayVendor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Vendor shall be paid for all work on a percentage completed basis, at its optionas mutually agreed upon by the parties, suspend your access up to the Platform date of termination under this Paragraph 14.A. State of Maine RFQ# RFQ 17D 200117-216 29 Rev. 7/15/2019 ii. MaineDOT shall have the right to terminate this Agreement in the event of a material breach or default by Vendor of its obligations hereunder that is not cured within thirty (30) days from the date of receipt by Vendor of written notice of such breach from MaineDOT. If the breach or default, by its nature, cannot be cured within such thirty (30) day period, then Vendor shall have such additional time (not to exceed thirty (30) additional days) as may be necessary to cure the breach or default, provided Vendor has exercised reasonable commercial efforts and Content taken appropriate action to begin cure of the breach or default within the initial thirty (30) day cure period. iii. MaineDOT shall have the right to terminate the this Agreement and Order Form, immediately upon written notice to youVendor in the event (i) Vendor, or any director, officer or employee of Vendor assigned to this Project is convicted of a criminal offense directly related to information technology services; or (ii) proceedings in bankruptcy are commenced against Vendor or if a receiver is appointed and such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of one hundred twenty (120) days. In Notwithstanding the foregoing, if a conviction of an employee assigned to this Project, officer or director, relates to individual and/or personal actions of such employee, officer or director and not the policy or directive of Vendor and, upon such conviction, Vendor shall terminate or otherwise remove such employee, officer or director and take such other steps to reasonably ensure the propriety of Vendor’ delivery of information technology services, then MaineDOT shall not have a right to terminate this Agreement pursuant to the foregoing clause (i) of this Section 14 (C). iv. Vendor shall have the right to terminate this Agreement in the event of a Default material breach or default by the Licensee, HSI retains all MaineDOT of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees obligations hereunder that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured is not cured within thirty (30) days after HSI receives from the date of receipt by MaineDOT of written notice specifying the nature of the breachsuch breach from Vendor. If the Content records reside on HSI’s Platform thenbreach or default, by its nature, cannot be cured within ninety such thirty (90) days of termination or expiration of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (9030) day period, HSI will then MaineDOT shall have no obligation such additional time (not to maintain anyexceed thirty (30) additional days) as may be necessary to cure the breach or default, provided MaineDOT has exercised reasonable commercial efforts and will have taken appropriate actions to begin cure of the right breach or default within the initial thirty (30) day cure period. v. Vendor shall cause the foregoing provisions to delete allbe inserted in any subcontract for any work covered by this Agreement so that such provisions shall be binding upon each subcontractor, training records related provided that the foregoing provisions shall not apply to the expired contracts or terminated Agreement and HSI will have no further obligation to make such data available to Yousubcontracts for standard commercial supplies or raw materials.

Default Termination. The following (a) If Licensee shall be considered events of “Default” by You: • Failure to make timely payment of (i) fail pay any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured within ten (10) days of written notice; • Failure to comply with any of the use restrictions Royalty on or before its due date set forth in Section 24(c) (a “Failure to Pay”) or (ii) use the Marks to operate the Business without the gaming licenses required under applicable law (together with Failure to Pay, if an “Event of Default”), then Licensor shall have the right to terminate this Agreement if, within twenty (20) days’ after Licensee’s receipt of written notice of such Event of Default from Licensor, Licensee has not cured such Event of Default (or, in the case of any Event of Default under subsection (ii) above which cannot with due diligence and good faith be cured within ten twenty (1020) days, Licensee fails to commence to cure such default within twenty (20) days after such default or Licensee fails to prosecute diligently the cure of written noticesuch default to completion within such additional period as may be reasonably required with due diligence and in good faith; provided it being intended that in connection with any such Event of Default (other than an Event of Default under subsections (i) above), which is not susceptible of being cured with due diligence and in good faith within twenty (20) days but is otherwise reasonably susceptible of cure, the time of within which Licensee is required to cure such default shall be extended for such additional period as be necessary for the curing thereof with due diligence and in good faith, provided, however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if such default is not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying the nature of the breach. If the Content records reside on HSI’s Platform then, within ninety (90) days after notice from Licensor of such default, then such notice of termination or expiration shall automatically become effective). (b) The License shall automatically terminate with respect to the Business if Licensee changes the name of the Agreement, the Licensee may print, or request that HSI print, Business to a name other than one final report of the training records for record-keeping Marks. (c) In addition, Licensee and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, Licensor may terminate this Agreement in a writing signed by both Licensee and will have the right to delete all, training records related to the expired or terminated Agreement and HSI will have no further obligation to make such data available to YouLicensor.

Default Termination. The following a. Licensee shall be considered events of “Default” by You: • Failure to make timely payment of any amounts owing in default under Section 6 of this Agreement and/or upon the Order Form, if not cured within ten (10) days occurrence of written notice; • Failure to comply with any of the use restrictions following conditions: (i) Non-payment of invoices as they become due and owing to Licensor or Licensor’s authorized distributor for its ice cream products; (ii) Offering for sale to the public of hand dipped ice cream products at any of the locations identified in Addendum “A” which are not produced by or for Licensor or its authorized distributor without written permission of the Licensor; (iii) Failure to maintain the premises and/or the ice cream products in the manner required under Part 4 above; (iv) Misuse of the licensed trademark rights or any other names, marks, insignia, symbols or rights provided by Licensor to Licensee or otherwise materially impairing the goodwill associated therewith; (v) Using, in association with the hand dipped ice cream products provided by Licensor at the locations identified in Addendum “A”, any signs, names, marks, insignia or symbols not authorized by Licensor. b. Upon occurrence of any of the events set forth in Section 2Part 5.a. of this Agreement, if not cured within ten Licensor may terminate this Agreement. Such termination shall be effective thirty (1030) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon after written notice is given to you. In the event of a Default Licensee by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the futureLicensor. Upon termination or expiration of the this Agreement: (i) Licensee’s rights under this Agreement for any reason, shall cease and Licensee will (a) shall immediately cease the use of the Contenttrademarks or any other names provided to Licensor under this Agreement and any confusingly similar names, and (b) promptlymarks, but in no case more than five (5) business daysinsignia, delete any copies of the Content from its computers, servers, symbols or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of rights provided under this Agreement; (ii) Licensee shall pay Licensor the full amount of all sums due for ice cream products provided to Licensee by Licensor or authorized distributor. (iii) Licensee shall immediately remove from public display all signs or advertisements containing the name trademarks and their graphics or any other mark or designation associated with Licensor and ship said signs and advertisements, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bondat Licensee’s expense, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying the nature of the breach. If the Content records reside on HSI’s Platform then, within ninety (90) days of termination or expiration of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will have the right to delete all, training records related to the expired or terminated Agreement and HSI will have no further obligation to make such data available to YouLicensor.

Default Termination. The following If at any time during the term hereof (i) Lessee shall be considered events of “Default” by You: • Failure to make timely default in the payment of any amounts owing Rent or of any other sum of money whatsoever which Lessee shall be obligated to pay under Section 6 of this Agreement and/or the Order Form, if not cured within provisions hereof for ten (10) days after written notice and demand, or (ii) Lessee shall default in the performance or observance of written notice; • Failure to comply with any of the use restrictions set forth in Section 2other terms, if not cured within ten (10) days of written notice; provided howevercovenants, that there shall be no cure period conditions or agreements hereof for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying the nature of the breach. If the Content records reside on HSI’s Platform then, within ninety (90) days of termination or expiration of the Agreement, the Licensee may printand demand for cure, or request if such default shall be of such a nature that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety same cannot practicably be cured within said thirty (9030) day period, HSI will Lessee shall not within said thirty (30) day period commence with due diligence and dispatch to cure and perform such defaulted term, covenant, condition or agreement, or Lessee shall within said thirty (30) day period commence with due diligence and dispatch to cure and perform such defaulted term, covenant, condition or agreement but shall thereafter fail or neglect to prosecute and complete with due diligence and dispatch the curing and performance of such defaulted term, covenant, condition or agreement, or (iii) the taking, commencement or institution of any action or proceeding, including fast track proceedings, by any state or federal authority having jurisdiction over the Demised Premises as a health care facility to terminate or revoke any license certification of Lessee of which Lessor is not immediately notified or which is not resolved within fifteen (15) days for fast track proceedings or thirty (30) days for any other action or proceeding, or (iv) the receipt by Lessee of a Level A deficiency on any licensure inspection or survey of the Demised Premises which is not resolved within a period of twenty (20) days; THEN AND IN ANY SUCH CASE, if such default shall be continuing, Lessor, at Lessor's option, may elect (1) to terminate this Lease at any time by giving ten (10) days notice in writing to Lessee, electing to terminate this Lease, and the term hereof shall expire by limitation at the expiration of said ten (10) days notice as fully and completely as if said date were the date herein originally fixed for the expiration of the term hereof, and Lessee shall thereupon quit and peacefully surrender the Demised Premises to Lessor, without any payment therefor by Lessor, and Lessor, upon the expiration of said ten (10) days notice, or at any time thereafter may re-enter and remove all persons and property therefrom, either by summary proceedings or by any suitable action or proceeding at law, or by force or otherwise, without being liable to indictment, prosecution or damages therefor, and may have, hold and enjoy the Demised Premises. If Lessor shall obtain possession of the Demised Premises by reason of or following any default of Lessee, then Lessee shall pay to Lessor on demand all reasonable expenses incurred by Lessor in obtaining possession and in altering, repairing and putting the Demised Premises in good order and condition, and in reletting the same, including reasonable fees of architects, attorneys and agents, and any other reasonable expenses and commissions and Lessee further agrees to pay to Lessor upon the rent days specified herein in each month following any termination hereof by reason of a default of Lessee hereunder, until the end of the period which would have no obligation to maintain constituted the Term hereof (whether or not Lessor shall have terminated this Lease), the Rent and all other sums of money whatsoever which would have been payable by Lessee during such period, deducting only the net amount of rent, if any, which Lessor shall actually receive (after deducting therefrom all reasonable expenses and will costs of operation and maintenance of the Demised Premises) from and by any reletting of the Demised Premises, and Lessee hereby agrees to be and remain liable for all sums aforesaid as well as for any deficiency therein. Lessor shall have the right from time to delete alltime to bring and maintain successive actions or other legal proceedings against Lessee for the recovery of such amounts, training records related which liability it is expressly covenanted shall survive the issuance of any warrant of dispossess or other court process. Nothing herein contained shall be deemed to require Lessor to wait to bring any such action or other legal proceedings until the date when this Lease would have expired had there been no such default by Lessee. In reletting the Demised Premises as aforesaid, Lessor may make leases and lettings of the whole or less than the whole of the same, for a term or terms greater or less than the term hereof, and for a rental or rentals and upon such terms, covenants, conditions, agreements and provisions as Lessor may elect in its sole discretion. In addition to the expired right of Lessor to cancel the Agreement as provided in this Section, and without waiver of such right, Lessor may xxx Lessee for damages for noncompliance with any covenant, agreement or terminated warranty contained in this Agreement or for nonpayment of any sum required to be paid by Lessee to Lessor or for specific performance of any covenant of this Agreement. The waiver of any one Event of Default shall not be construed as the waiver of any other Event of Default. Upon the occurrence of a default by Lessee under this Agreement, Lessor shall have the absolute right, at any time without notice to have a receiver appointed to take possession of the Demised Premises, collect the rents, issues, profits, patient contract accounts, Medicare and HSI will have no further obligation Medicaid payments, accounts receivable and all other payments or obligations owing to make Lessee with respect to the Demised Premises, and apply the same against Lessee's obligations hereunder. Neither the filing of a petition for the appointment of a receiver nor the appointment itself shall constitute an election by Lessor to terminate this Agreement. No receipt of moneys by Lessor from Lessee after a termination hereof by Lessor shall reinstate, continue or extend the Term hereof or affect any notice theretofore given to Lessee, or operate as a waiver of the right of Lessor to enforce the payment of rent when due or thereafter falling due, it being agreed that after the commencement of suit for possession of the Demised Premises, or after final order or judgment for possession of the Demised Premises, Lessor may demand, receive and collect any moneys due or thereafter falling due without in any manner affecting such data available to Yousuit, order or judgment; all such monies collected being deemed payments on account of the use and occupation of the Demised Premises or, at the election of Lessor, on account of Lessee's liability hereunder. Lessor shall have, receive and enjoy, as Lessor's sole and absolute property, any and all sums collected by Lessor as rent or otherwise upon reletting the Demised Premises after Lessor shall resume possession thereof as hereinbefore provided, including, without limitation upon the generality of the foregoing, any amounts by which the sum or sums collected exceed the continuing liability of Lessee hereunder.

Default Termination. The following shall be considered events Customer’s use of “Default” by Youthe Services provided under this Agreement and any equipment associated therewith will not: • Failure to make timely payment (a) interfere with or impair service over Integra’s network; (b) impair privacy of any amounts owing under communications over such network; (c) cause damage of any nature to Integra’s assets or customers; (d) be used to frighten, abuse, torment or harass, or create hazards to Integra or its network; (e) be used for a high volume of short duration calls, regardless of nature (high volume short duration calls are defined as 10% of total outbound calls that are six seconds or less in duration) or (f) violate the provisions of any of Integra’s Policies and Procedures, including Integra’s 911/E-911 policy. Integra may immediately suspend or terminate the Services without liability for any violation of these provisions, and in the case of a violation of (e) above, Integra may, in its sole discretion, assess a higher rate for a high volume of short duration calls to reflect Integra’s increased costs. If Services are suspended pursuant to this Section 6 15, reconnection charges may apply. If either Party violates any provision of this Agreement and/or Agreement, the Order Form, if not cured within non-defaulting Party shall send the defaulting Party written notice detailing the default. The defaulting Party will have: (a) ten (10) days of written notice; • Failure to comply with any from the date of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of cure a Default by the Licenseepayment default, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives from the date of the written notice specifying the nature of the breachto cure a non-payment default. If the Content records reside on HSI’s Platform thendefaulting Party fails to cure, within ninety (90) days of termination or expiration the non-defaulting Party may terminate the affected Services and pursue any and all other legal remedies permitted by this Agreement. Any Service Agreement and the related Services also may be terminated by either Party in accordance with the provisions of the Agreementthen current tariff or price list that applies to such Service Agreement and the related Services. Except as provided in the paragraph below, if Customer cancels all or a part of the Licensee may printServices prior to Installation of Service, Integra will charge Customer a cancellation fee equal to one (1) month’s MRC for the cancelled Services, plus any installation costs, special construction costs and any other costs incurred by Integra, whether previously waived or not, and any third party charges incurred by Integra with respect to such cancelled Services. Except as provided in the paragraph below, if Customer terminates all or any part of the Services at a location at any time during the Services Term or a Renewal Services Term that is in effect, or request that HSI print, one final report if Integra terminates all or any part of the training records Services as a result of Customer’s breach before the end of the Services Term or a Renewal Services Term that is in effect, Integra may charge Customer an early termination fee equal to and including any or all of the following: 100% of the total MRC, surcharges and taxes for record-keeping and course content auditing purposes. After that ninety (90) day periodthe Services Term or the Renewal Services Term then remaining for the terminated Services, HSI will have no obligation to maintain anyplus any activation, installation costs, special construction costs, and all other fees or costs incurred by Integra that under the terms of the applicable Service Agreement are chargeable to Customer in addition to MRC, less amounts already paid by Customer with respect to such charges for the terminated Services. Customer acknowledges that Integra’s damages for a cancellation or early termination would be difficult to determine and the cancellation and termination charge(s) constitute liquidated damages and are not intended as a penalty, but are intended as a mutually-agreed upon amount representing, but not limited to, lost revenue, proportionate or actual third party costs and capital expenditures, and internal costs. All such amounts will have become due and payable by Customer to Integra when invoiced. Customer will not be liable for the right cancellation or early termination fees set forth above if (a) cancellation or termination is due to delete alla material breach of this Agreement by Integra or (b) if (i)Customer orders from Integra, training records related at the time of Service cancellation or termination, retail services of equal or greater aggregate MRC than the Services cancelled or terminated, and (ii) the new services are approved by Integra, and (iii) Customer compensates Integra for any unrecovered installation and capital costs and any costs charged by third parties with respect to the expired cancelled or terminated Agreement and HSI will have no further obligation to make such data available to YouServices.

Default Termination. The (a) If any one or more of the following events shall occur, same shall be considered events an event of “Default” by You: • Failure default under this Lease: (1) By or pursuant to make timely payment or under authority of any amounts owing under Section 6 legislative act, resolution or rule or any order or decree of this Agreement and/or any court or governmental board, agency or officer having jurisdiction, a receiver, trustee or liquidator shall take possession or control of all or substantially all of the Order Formproperty of the Lessee, and such possession or control shall continue in effect for a period of thirty (30) days; or (2) The Lessee shall voluntarily abandon, desert or vacate the Premises or discontinue its operation at the Airport for a period of thirty (30) days; or (3) Any lien, claim or other encumbrance which is filed against the Premises is not removed, or if the County is not cured adequately secured by bond or otherwise, within thirty (30) days after the Lessee has received notice thereof; or (4) The Lessee shall fail to pay the rentals within ten (10) days following the date of written noticenotice from County that any payments are past due; • Failure or (5) The Lessee shall fail to comply with make any other payment required hereunder when due to the County and shall continue in its failure to make any such other payments required hereunder for a period of ten (10) days after notice is given to make such payments; or (6) The Lessee shall take any action described by Section 18 hereof without the prior written consent of the use restrictions set forth in Section 2County; or (7) Any business is conducted, if or service is performed, or product is sold from the Premises that is not cured specifically authorized by this Lease, and such activity does not cease within ten (10) days after receipt of written noticenotice to that effect; provided howeveror (8) The Lessee shall fail to keep, that there shall be no cure period for any “directly competitive purpose” activity; perform and • Failure to comply with any of the restrictions or obligations observe each and every non- monetary promise, covenant and provision set forth in Section 3this Agreement on its part to be kept, if not cured performed or observed within ten thirty (1030) days after receipt of written notice; provided howevernotice of default thereunder (except where fulfillment of its obligation requires activity over a greater period of time and the Lessee shall have commenced to perform whatever may be required for fulfillment within thirty (30) days after receipt of notice and continues such performance without interruption). (b) Then upon the occurrence of any event set forth in (a), that there above, or at any time thereafter during the continuance thereof, the County may at its option immediately terminate this Agreement and all rights of Lessee hereunder by giving written notice thereof, which termination shall be no cure period for effective upon the date specified in such notice and/or County may exercise any attempt and all other remedies available to decompile County hereunder or reverse engineer the Content at law or Platform or components thereofin equity. In the event of an uncured Default any such termination, Xxxxxx shall immediately quit and surrender the Premises to County and shall cease operations at the Airport. Any such termination shall be without prejudice to any remedy for arrears of payments due hereunder or one which is deemed not curablebreach of covenant, HSI mayor damages for the balance of the rent payable hereunder through the full Term of this Agreement, at its optionor any other damages or remedies whatsoever, suspend your access to the Platform including without limitation, all direct, indirect, consequential, and Content or terminate the Agreement and Order Form, immediately upon written notice to youall other damages whatsoever. In the event of a Default by termination pursuant to this Section 19, the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration Lessee shall have no right to payment of the Agreement for Buy-Out Amount or any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, other amounts under Section 34 or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying the nature of the breach. If the Content records reside on HSI’s Platform then, within ninety (90) days of termination or expiration of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will have the right to delete all, training records related to the expired or terminated Agreement and HSI will have no further obligation to make such data available to YouSubsection 35(c).

Default Termination. The following i. MaineDOT reserves the right to terminate this Agreement or any part hereof, for its sole convenience. Thirty (30) days advance written notice shall be considered events provided in the case of “Default” by You: • Failure to make timely payment of any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured within ten (10) days of written notice; • Failure to comply with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period a termination for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereofconvenience. In the event of an uncured Default or one which is deemed not curablesuch termination, HSI mayVendor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Vendor shall be paid for all work on a percentage completed basis, at its optionas mutually agreed upon by the parties, suspend your access up to the Platform date of termination under this Paragraph 14.A. ii. MaineDOT shall have the right to terminate this Agreement in the event of a material breach or default by Vendor of its obligations hereunder that is not cured within thirty (30) days from the date of receipt by Vendor of written notice of such breach from MaineDOT. If the breach or default, by its nature, cannot be cured within such thirty (30) day period, then Vendor shall have such additional time (not to exceed thirty (30) additional days) as may be necessary to cure the breach or default, provided Vendor has exercised reasonable commercial efforts and Content taken appropriate action to begin cure of the breach or default within the initial thirty (30) day cure period. iii. MaineDOT shall have the right to terminate the this Agreement and Order Form, immediately upon written notice to youVendor in the event (i) Vendor, or any director, officer or employee of Vendor assigned to this Project is convicted of a criminal offense directly related to information technology services; or (ii) proceedings in bankruptcy are commenced against Vendor or if a receiver is appointed and such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of one hundred twenty (120) days. In Notwithstanding the foregoing, if a conviction of an employee assigned to this Project, officer or director, relates to individual and/or personal actions of such employee, officer or director and not the policy or directive of Vendor and, upon such conviction, Vendor shall terminate or otherwise remove such employee, officer or director and take such other steps to reasonably ensure the propriety of Vendor’ delivery of information technology services, then MaineDOT shall not have a right to terminate this Agreement pursuant to the foregoing clause (i) of this Section 14 (C). iv. Vendor shall have the right to terminate this Agreement in the event of a Default material breach or default by the Licensee, HSI retains all MaineDOT of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees obligations hereunder that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured is not cured within thirty (30) days after HSI receives from the date of receipt by MaineDOT of written notice specifying the nature of the breachsuch breach from Vendor. If the Content records reside on HSI’s Platform thenbreach or default, by its nature, cannot be cured within ninety such thirty (90) days of termination or expiration of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (9030) day period, HSI will then MaineDOT shall have no obligation such additional time (not to maintain anyexceed thirty (30) additional days) as may be necessary to cure the breach or default, provided MaineDOT has exercised reasonable commercial efforts and will have taken appropriate actions to begin cure of the right breach or default within the initial thirty (30) day cure period. v. Vendor shall cause the foregoing provisions to delete allbe inserted in any subcontract for any work covered by this Agreement so that such provisions shall be binding upon each DocuSign Envelope ID: 7AA2E3DF-6AC2-4A71-9AE6-47FE9F5BA428 subcontractor, training records related provided that the foregoing provisions shall not apply to the expired contracts or terminated Agreement and HSI will have no further obligation to make such data available to Yousubcontracts for standard commercial supplies or raw materials.

Default Termination. (a) The following shall be considered events are referred to, collectively, as “Events of “Default” by You: • Failure to make timely or, individually, as an “Event of Default”: i. Subtenant defaults in the due and punctual payment of any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured within Rent and such default continues for more than ten (10) days after written notice from Sublandlord to Subtenant that such payment is due; ii. This Sublease or the Property are taken upon execution or by other process of written notice; • Failure law directed against Subtenant, or are taken upon or subject to comply with any attachment by any creditor of Subtenant or claimant against Subtenant, and said attachment is not discharged or disposed of within sixty (60) days after its levy; iii. Subtenant files a petition in bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of the United States or under any insolvency act of any state, or admits the material allegations of any such petition by answer or otherwise, or is dissolved or makes an assignment for the benefit of creditors; iv. Involuntary proceedings under any such bankruptcy law or insolvency act or for the dissolution of Subtenant are instituted against Subtenant, or a receiver or trustee is appointed for all or substantially all of the property of Subtenant, and such proceeding is not dismissed or such receivership or trusteeship vacated within ninety (90) days after such institution or appointment; v. Subtenant breaches any of the use restrictions set forth in Section 2other agreements, if not cured within ten (10) days of written notice; provided howeverterms, covenants, or conditions that there shall be no cure period for any “directly competitive purpose” activity; and • Failure this Sublease requires Subtenant to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Contentperform, and (b) promptly, but in no case more than five (5) business days, delete any copies such breach continues for a period of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying from Sublandlord to Subtenant or, if such breach cannot be cured reasonably within such thirty (30) day period, if Subtenant diligently commences to cure such breach within such initial thirty (30) day period but thereafter fails to cure same within a reasonable time thereafter. (b) If any one or more Events of Default set forth above occurs then Sublandlord shall have all rights or remedies available to it at law or in equity, including the nature right to give Subtenant three (3) days’ written notice of the expiration of the Term and upon the giving of such notice and the expiration of such three (3) day period, Subtenant’s right to possession of the Subleased Property will cease, this Sublease will be terminated, except as to Subtenant’s liability hereunder, as if the expiration of the term fixed in such notice were the end of the Term. (c) In the event Sublandlord shall neglect or fail to perform or observe any of the covenants, provisions or conditions contained in this Sublease on its part to be performed or observed and such failure shall continue for thirty (30) days after receipt of written notice of default from Subtenant, (except that if such failure cannot be cured within said thirty (30) day period this period shall be extended for a reasonable additional time provided that Sublandlord commences to cure within said thirty (30) day period and proceeds diligently thereafter to effect such cure to completion), Sublandlord shall be responsible to Subtenant for any and all reasonable damages actually sustained by Subtenant as a result of Sublandlord’s breach. If the Content records reside on HSI’s Platform then, Sublandlord fails to timely remedy a default or to commence to timely cure such default if the default is not curable within ninety said thirty (9030) days of termination or expiration of the Agreementand thereafter diligently prosecute same to completion, and diligently proceed to complete such curing, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will Subtenant shall have the right to delete all, training records related cure the Sublandlord’s default and to claim damages or receive a rent credit for the actual expenses paid by Subtenant to cure such default. The specified remedies herein shall be non-exclusive of each other and in addition to any other remedies available to Subtenant at law or in equity. Notwithstanding anything contained herein to the expired contrary, in no event shall Subtenant be liable or terminated Agreement and HSI will have no further obligation to make such data available to Youresponsible for any consequential, punitive or speculative damages on account of or in connection with this Sublease.

Default Termination. The following a. This Lease is made on the condition that if the Tenant shall be considered events of “Default” by You: • Failure fail to make timely payment of pay any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured rent or any other monetary obligation to Landlord within ten five (105) days of its due date, or fail to perform any other obligation to Landlord within thirty (30) days after written notice; • Failure notice thereof, or in case of an obligation that cannot with due diligence be cured within said thirty (30) day period, fail to proceed within said thirty (30) day period to commence to cure the same and thereafter to prosecute the performance of such obligation with due diligence and within a period of time that under all prevailing circumstances shall be reasonable or if Tenant shall violate or fail to comply with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions terms or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI Lease and such failure to comply or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving Lease shall reoccur or continue after written notice of such violation from Landlord, or if the estate hereby created shall be taken on execution or other process of law, or if Tenant shall be declared bankrupt or insolvent according to HSI of a material breach of a material term of this Agreement law, or Order Form by HSI if Tenant shall file bankruptcy, or if an involuntary bankruptcy shall be filed against Tenant which remains uncured shall not be dismissed within thirty (30) days after HSI receives written notice specifying days, or if the nature Tenant shall hold over at the termination of the breach. If the Content records reside on HSI’s Platform thenLease as herein provided, within ninety (90) days then and in any of termination said cases, notwithstanding any license or expiration any former breach of the Agreementcovenants or waiver or consent in former instances, the Licensee may printLandlord lawfully may, in addition to and not in derogation of any remedies for breach of covenant, immediately or request that HSI printat any time thereafter, one final report without prior demand or prior notice whatsoever, (a) terminate this Lease by notice in writing which termination shall be effective immediately or at Landlord’s election on a date stated in said notice; (b) with or without process of law, enter into and upon the training records for record-keeping leased Premises or any part thereof and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will have repossess the right to delete all, training records related to the expired or terminated Agreement and HSI will have no further obligation to make such data available to You.same; and

Default Termination. 7.01. There will be a default by the APPLICANT if the APPLICANT fails to perform or comply with any material provision of this Agreement. There will be a default by the CITY if it fails to perform or comply with any material provision of this Agreement. 7.02. Except as provided in the Improvement Preservation Easement or Mortgage as applicable, attached as Exhibit B or C, if a default occurs, upon giving 15 calendar days written notice of such default to the defaulting party, and upon expiration of such 15-day notice period if the default has not been cured, the non-defaulting party may terminate this Agreement. In the situation where the non-defaulting party is the APPLICANT, its sole remedy will be the amount of approved Incentives, less reimbursements already made, provided that Completion has timely occurred prior to default. In the case of a default which also involves a violation of the Improvement Preservation Easement or Mortgage, the remedies described in the Easement or Mortgage may also be pursued. 7.03. The following shall failure of the CITY or APPLICANT to promptly insist upon strict performance of any provision will not be considered events deemed a waiver of “Default” any right or remedy that they may have and will not be deemed a waiver of subsequent default or nonperformance of such provision. (a) The undertaking and completion of the Project and performance by You: • Failure the APPLICANT in accordance with the provisions of this Agreement are dependent upon the timely completion and approval of plans, permits, and successful financing. In addition to make timely a termination upon a default, this Agreement may be terminated by the APPLICANT or CITY if the APPLICANT does not commence construction or obtain a building permit for the Project within three months of the effective date of this Agreement, or complete construction in accordance with the agreed upon schedule. (b) The Agreement may be terminated by the APPLICANT for any reason prior to receiving payment of any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured within ten Actual Incentives. (10c) days of written notice; • Failure to comply with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by termination pursuant to this Section 7.04, neither the LicenseeAPPLICANT nor CITY will be obligated or liable one to the other in any way, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content claim or matter arising from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form any actions taken by HSI which remains uncured thirty (30) days after HSI receives written notice specifying the nature of the breachAPPLICANT or CITY thereunder or contemplated hereby. If the Content records reside on HSI’s Platform then, within ninety (90) days of termination or expiration of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records Each party will be responsible for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will have the right to delete all, training records related to the expired or terminated Agreement and HSI will have no further obligation to make such data available to Youits own costs.

Default Termination. The occurrence of any of the following after expiration of any applicable notice and cure period (as provided herein) shall constitute a material default and breach of this Lease by Tenant and the Lease Term and the estate hereby granted shall be considered events deemed limited and terminated as herein provided: (a) Any failure by Tenant to pay any installment of “Default” Base Rent or Additional Rent when due, where such failure continues for three (3) days after notice thereof by You: • Failure Landlord and Tenant; provided, however, that any such notice, if it complies with the provisions thereof, shall be deemed notice under the Real Property Actions and Proceedings law of the State of New York Section 735, as amended, or any substitute therefore, and not in addition to, the notice required thereunder; (b) The failure by Tenant to make timely perform any provision of this Lease required to be performed by Tenant, or to perform any other obligations of Tenant hereunder, if such failure continues for twenty (20) days after written notice thereof by Landlord to Tenant, provided, however, that if the nature of such default is such that it cannot reasonably be cured by Tenant within such 20-day period, and the continuation of the same does not subject Landlord to continuing losses or damages or civil or criminal penalties or liabilities, and if Tenant promptly commences and thereafter diligently proceeds to cure the said default Tenant may cure such default within a reasonable time but not, in any event, exceeding ninety (90) days after Landlord's said notice; (c) The abandonment or vacation of the Demised Premises by Tenant, except as expressly permitted under this Lease after notice and 30 days to cure; (d) The making by Tenant, of a general assignment for the benefit of creditors; the commencement by Tenant or any such guarantor of any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or for the appointment of a receiver for, or the seizures or takeover, by any governmental agency of, it or all or any substantial part of its property (collectively, an "Insolvency Proceeding"); the commencement of any Insolvency Proceeding against Tenant, unless such Insolvency Proceeding is contested (and such contest is diligently pursued) and such Insolvency Proceeding is discharged or dismissed within 60 days after the date filed or commenced; a trustee or receiver shall be appointed to take possession of substantially all of Tenant's assets located at the Demised Premises or of Tenant's interest in this Lease, unless possession is restored to Tenant within 30 days, or substantially all of Tenant's assets located at the Demised Premises or Tenant's interest in this Lease shall be attached or judicially seized, unless such attachment or seizure is discharged within 30 days; (e) The failure by Tenant to perform according to the provisions of Article 9 if such failure continues for more than ten (10) business days after notice from Landlord; (f) The committing of waste on the Demised Premises the hypothecation or assignment of this Lease or subletting of the Demised Premises, or any attempt at any such actions, in violation of Article 17, the institution by Landlord, on two or more occasions, of legal proceedings (upon filing of an action and service on Tenant) to recover possession of the Demised Premises from Tenant on account of default other than a default for non-payment of Rents, or if Tenant shall have on three (3) or more occasions paid any amounts owing installment of Base Rent of Additional Rent more than ten (10) days and twenty (20) days respectively after the same as due hereunder and notice thereof shall have been given by Landlord to Tenant; Notwithstanding the provisions of Article 18.01(d) herein, a default under Section 6 of this Agreement and/or the Order Form, said Article 18.01(d) may be cured with respect to an Insolvency Proceeding against a guarantor if not cured within ten (10) days of written notice; • Failure to comply with any notice one (or more) of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure other guarantors agrees to comply with any of increase their guarantee to include the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying the nature of the breach. If the Content records reside on HSI’s Platform then, within ninety (90) days of termination or expiration of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will have the right to delete all, training records related to the expired or terminated Agreement and HSI will have no further obligation to make such data available to You"bankrupt" guarantors proportionate share.

Default Termination. The following i. MaineDOT reserves the right to terminate this Agreement or any part hereof, for its sole convenience. Thirty (30) days advance written notice shall be considered events provided in the case of “Default” by You: • Failure to make timely payment of any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured within ten (10) days of written notice; • Failure to comply with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period a termination for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereofconvenience. In the event of an uncured Default or one which is deemed not curablesuch termination, HSI mayVendor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Vendor shall be paid for all work on a percentage completed basis, at its optionas mutually agreed upon by the parties, suspend your access up to the Platform date of termination under this Paragraph 14.A. ii. MaineDOT shall have the right to terminate this Agreement in the event of a material breach or default by Vendor of its obligations hereunder that is not cured within thirty (30) days from the date of receipt by Vendor of written notice of such breach from MaineDOT. If the breach or default, by its nature, cannot be cured within such thirty (30) day period, then Vendor shall have such additional time (not to exceed thirty (30) additional days) as may be necessary to cure the breach or default, provided Vendor has exercised reasonable commercial efforts and Content taken appropriate action to begin cure of the breach or default within the initial thirty (30) day cure period. iii. MaineDOT shall have the right to terminate the this Agreement and Order Form, immediately upon written notice to youVendor in the event (i) Vendor, or any director, officer or employee of Vendor assigned to this Project is convicted of a criminal offense directly related to information technology services; or (ii) proceedings in bankruptcy are commenced against Vendor or if a receiver is appointed and such case State of Maine RFQ #17D19011600000000000214 25 Rev. 3/19/2018 or proceeding shall continue undismissed, or unstayed and in effect, for a period of one hundred twenty (120) days. In Notwithstanding the foregoing, if a conviction of an employee assigned to this Project, officer or director, relates to individual and/or personal actions of such employee, officer or director and not the policy or directive of Vendor and, upon such conviction, Vendor shall terminate or otherwise remove such employee, officer or director and take such other steps to reasonably ensure the propriety of Vendor’ delivery of information technology services, then MaineDOT shall not have a right to terminate this Agreement pursuant to the foregoing clause (i) of this Section 14 (C). iv. Vendor shall have the right to terminate this Agreement in the event of a Default material breach or default by the Licensee, HSI retains all MaineDOT of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees obligations hereunder that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured is not cured within thirty (30) days after HSI receives from the date of receipt by MaineDOT of written notice specifying the nature of the breachsuch breach from Vendor. If the Content records reside on HSI’s Platform thenbreach or default, by its nature, cannot be cured within ninety such thirty (90) days of termination or expiration of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (9030) day period, HSI will then MaineDOT shall have no obligation such additional time (not to maintain anyexceed thirty (30) additional days) as may be necessary to cure the breach or default, provided MaineDOT has exercised reasonable commercial efforts and will have taken appropriate actions to begin cure of the right breach or default within the initial thirty (30) day cure period. v. Vendor shall cause the foregoing provisions to delete allbe inserted in any subcontract for any work covered by this Agreement so that such provisions shall be binding upon each subcontractor, training records related provided that the foregoing provisions shall not apply to the expired contracts or terminated Agreement and HSI will have no further obligation to make such data available to Yousubcontracts for standard commercial supplies or raw materials.

Default Termination. The following 19.1 In the event that: -­‐ 19.1.1 the Lessee shall be considered events of “Default” by You: • Failure fail to make timely payment of any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured within ten (10) days of written notice; • Failure to carry out or comply with any of the use restrictions set forth terms or conditions of this Lease or shall fail to make any payments required under any clause of this Lease, including, without limitation, the Rental, and persist in Section 2, if not cured within ten any such failure for seven (107) days after the Lessor has given the lessee written notice requiring such default to be remedied; or 19.1.2 the Lessee shall go into voluntary or compulsory liquidation liquidation or shall become insolvent or shall call a meeting of written notice; provided however, that there its creditors or shall enter into any arrangement or compromise or composition with its creditors. 19.1.3 The Lessee is expelled from the University or otherwise ceases to be a student registered at the University. Then and in such event the Lessor shall be no cure period for entitled forthwith and without any “directly competitive purpose” activity; further or prior notice to terminate this lease and • Failure to comply with any reclaim possession of the restrictions leased premises by written notice to the Lessee and without prejudice to all the rights of the Lessor to xxx for and recover any payment or obligations set forth in Section 3, if not cured within ten (10) days moneys due to damages for breach of written notice; provided however, that there contract. 19.2 The Lessor shall be entitled to retain any payment made by the Lessee prior to termination until the actual amount has been determined and thereupon set off damages against the amounts so held. Any waiver by the Lessor of any right of termination in terms of clause 19 shall not be deemed in any way to prejudice the Lessor’s rights in respect of any subsequent breach of this Lease, or otherwise. 19.3 Unless the Landlord has failed to provide occupation of the leased premises on the Commencement Date or within a reasonable period thereafter, following a written notice by Lessee to the Lessor requiring occupation, the Lessee shall have no cure claim, whatsoever, for repayment of the Rental or part thereof paid by the Lessee upon termination of this Lease. 19.4 Notwithstanding anything to the contrary contained in clause 19.1 and 19.2 above, the Lessor shall not be obliged to give in respect of any period for any attempt of twelve (12) consecutive months during the currency of this Lease more than two (2) notices arising from a breach in terms of clauses 19.1 and 19.2, and shall thereafter be entitled to decompile or reverse engineer the Content or Platform or components thereof. In remedies set out above without notice in the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying the nature of the breach. If the Content records reside on HSI’s Platform then, within ninety (90) days of termination or expiration of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will have the right to delete all, training records related to the expired or terminated Agreement and HSI will have no further obligation to make such data available to You.

Default Termination. The (a) Any material failure by Manager, Tenant or Parent (a "Defaulting Party") to perform their respective duties or obligations hereunder (other than a default by Tenant or Parent under Section 4 of this Agreement), which material failure is not cured within thirty (30) calendar days after receipt of written notice of such failure from the non-defaulting party, shall constitute an Event of Default hereunder; provided, however, the foregoing shall not constitute an Event of Default hereunder in the event the Defaulting Party commences cure of such material failure within such thirty (30) day period and diligently prosecutes the cure of such material failure thereafter but in no event shall such extended cure period exceed ninety (90) days from the date of receipt by the non-defaulting party of written notice of such material default; provided further, however, that in the event such material failure constitutes a default under the terms of the Lease and the cure period for such matter under the Lease is shorter than the cure period specified herein, the cure period specified herein shall automatically shorten such that it shall match the cure period for such matter as specified under the Lease. In addition, following notice to Manager of the existence of any such material failure by Manager, Tenant and Parent shall each have the right to cure any such material failure by Manager, and any sums so expended in curing shall be considered events of “Default” owed by You: • Failure Manager to make timely payment of such curing party and may be offset against any amounts owing sums owed to Manager under this Agreement. (b) Any material failure by Tenant or Parent to perform their respective duties or obligations under Section 6 of this Agreement and/or the Order Form4, if which material failure is not cured within ten (10) calendar days after receipt of written notice; • Failure notice of such failure from Manager, shall constitute an Event of Default hereunder. (c) Tenant shall have the right to comply terminate this Agreement, with any of the use restrictions set forth in Section 2or without cause, if by giving not cured within ten less than thirty (1030) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon days’ written notice to youManager pursuant to Section 15 hereof. In Manager shall have the event of a Default right to terminate this Agreement, with or without cause, by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. giving not less than ninety (90) days' written notice to Tenant pursuant to Section 15 hereof. (d) Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI (x) Manager shall promptly return to Tenant all monies, books, records and other materials held by Manager for or its Related Parties may suffer irreparable injury and, accordingly, HSI on behalf of Tenant and shall therefore otherwise cooperate with Tenant to promote and ensure a smooth transition to the new manager and (y) Manager shall be entitled to seek injunctive or other equitable reliefreceive its Management Fee and reimbursement of expenses through the effective date of such termination, without posting including the reimbursement of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of prepaid expenses for periods beyond the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying the nature of the breach. If the Content records reside on HSI’s Platform then, within ninety (90) days date of termination or expiration of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will have the right to delete all, training records related to the expired or terminated Agreement and HSI will have no further obligation to make such data available to Youas Yellow Pages advertising).

Default Termination. The following (A) Electrabel shall be considered events of “Default” by You: • Failure have the right, but not the obligation, at any time to make timely payment of give a NuclearSub Default Termination Notice to NuclearSub if: (i) NuclearSub fails to pay, on or before the relevant due date for payment, any amounts owing amount properly due under Section 6 of this Agreement and/or the Order Formthat is, if not cured within ten (10) days of written notice; • Failure to comply individually or in aggregate with any other amounts which are due under this Agreement but have not been paid by NuclearSub, in excess of the use restrictions set forth in Section 2, if not cured within ten eight million euros (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content€8,000,000), and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens NuclearSub has failed to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled remedy such failure to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured pay within thirty (30) days after HSI receives receipt of Electrabel’s written notice specifying of such failure to pay, excluding any amount which is the nature subject of the breach. If the Content records reside on HSI’s Platform thena bona fide Dispute by NuclearSub in accordance with this Agreement; (ii) NuclearSub is in material breach of any of its obligations under this Agreement (other than a failure to pay an amount due to Electrabel under this Agreement, which is provided for in Clause 11.4(A)(i)) and, where capable of being remedied, such material breach has not been remedied within ninety (90) days after Electrabel’s written notice of termination such material breach; or (iii) an Insolvency Event occurs in respect of NuclearSub, in each case only if such failure to pay or expiration material breach has been caused by a breach by XXXXX or the RA Counterparty of any provision of any Transaction Document. (B) A NuclearSub Default Termination Notice shall specify: (i) reasonable details of the Agreement, relevant failure to pay or material breach; and (ii) the Licensee may print, or request that HSI print, one final report date (not earlier than sixty (60) Business Days after the date of the training records NuclearSub Default Termination Notice) on which termination of this Agreement is designated by Electrabel to take effect (the date so designated being a “NuclearSub Default Termination Date”). (C) If Electrabel gives a NuclearSub Default Termination Notice, then this Agreement will terminate on the NuclearSub Default Termination Date unless: (i) Electrabel otherwise agrees expressly in writing; or (ii) the failure to pay or material breach for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will have which the right to delete all, training records related to the expired or terminated Agreement and HSI will have no further obligation to make such data available to Yourelevant NuclearSub Default Termination Notice was given has been remedied in full.

Default Termination. The following In the event the purchase and sale contemplated by this Contract is not consummated due to the breach hereof or default hereunder or breach or default of any provision of the Asset Purchase Agreement by Purchaser and such breach or default shall not have been cured by Purchaser within fifteen (15) days (or such additional time as may be reasonably necessary) after delivery by Seller of written notice thereof to Purchaser, then Seller shall be considered events of “Default” by You: • Failure entitled to make timely payment of retain the Earnest Money as full liquidated damages and Seller may avail itxxxx xf any amounts owing under Section 6 of this Agreement and/or the Order Formand all remedies at law or in equity, if including, but not cured within ten (10) days of written notice; • Failure limited to, specific performance and an action for damage for breach hereunder and Seller shall further be entitled to comply recover attorneys fees in connection with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereofsuch action. In the event the purchase and sale contemplated by this Contract is not consummated due to the breach hereof or default hereunder or breach or default of any provision of the Asset Purchase Agreement by Seller, or if any representation or warranty made herein by Seller is untrue or breached as of the Closing Date, then, after providing written notice to Seller of such breach, default or misrepresentation and allowing Seller fifteen (15) days after receipt of such notice (or such additional time as may be reasonably necessary) to cure, then the Earnest Money shall be returned immediately to Purchaser, and Purchasxx xxx avail itself of any and all remedies at law or in equity, including, but not limited to specific performance and an uncured Default action for damages for the breach of any of the representations or one which warranties set forth herein, and shall further be entitled to recover attorneys' fees incurred in connection with any such action. In the event the purchase and sale contemplated by this Contract is deemed not curableconsummated due to the failure, HSI without fault on the part of either party, to satisfy any of the conditions set forth in Paragraph 5 hereof within the respective time periods provided for therein or of any of the conditions in the Asset Purchase Agreement, Purchaser may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will sole option (a) terminate this Contract, whereupon the Earnest Money shall be returned immediately cease use to Purchaser and this Coxxxxxx shall terminate without further liability on the part of the Contenteither party and shall be of no further force or effect, and or (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens elect to violate waive any of such conditions and proceed with the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth Closing in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying the nature of the breach. If the Content records reside on HSI’s Platform then, within ninety (90) days of termination or expiration of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will have the right to delete all, training records related to the expired or terminated Agreement and HSI will have no further obligation to make such data available to Youaccordance herewith.

Default Termination. The following (a) If either Manager or Asset Manager shall be considered events of “Default” by You: • Failure to make timely payment of any amounts owing default in its obligations under Section 6 of this Agreement and/or the Order Form, if and such default is not cured within ten (10) days of written notice; • Failure to comply with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written the date of notice specifying of such default, Owner shall have all rights and remedies at law or in equity, including, but not limited to, the nature right to terminate this Agreement as to the defaulting party (provided, however, if such default is not reasonably capable of being cured within thirty (30) days, Manager or Asset Manager, as the breach. If the Content records reside on HSI’s Platform thencase may be, shall have such additional period within which to cure such default as is reasonably necessary (not in excess of an additional ninety (90) days so long as Manager or Asset Manager commences such cure within thirty (30) days after notice of termination default and diligently prosecutes such cure until completion). Notwithstanding the foregoing, if the Managing General Partner of Owner is removed as Managing General Partner of Owner, such removal shall automatically be a default of Manager without any further right of manager to cure; provided, however, that if such Managing General Partner is ever reinstated as the Managing General Partner of Owner, Manager shall be reinstated as Manager 9 under this Agreement. If Owner shall default in its obligations under this Agreement, and such default is not cured within thirty (30) days after the date of notice of such default, the party or expiration parties aggrieved by such default shall have all rights at law and in equity, which may be exercised jointly or severally. If the defaulting party is Asset Manager or Manager, Owner shall have the further right to replace the defaulting Asset Manager or Manager with a new manager or asset manager to perform the functions of such party hereunder. (b) In the event of (I) a sale of the Agreement, Property; or (II) the Licensee may print, or request that HSI print, one final report exercise of any remedies by the first mortgagee of the training records for record-keeping and course content auditing purposes. After that ninety (90) day periodProperty pursuant to which such mortgagee takes title to or possession of the Property, HSI will have no obligation to maintain anythen, and will in any such event, Owner shall have the right and option, to delete allbe exercised by giving written notice thereof to Agent, training records related to either (a) terminate this Agreement and Agent's rights and authority hereunder on thirty (30) days' prior written notice, in which event the entire unpaid balance (if any) of fees earned by Manager and Asset Manager to the expired date of termination shall become and be due and payable by Owner to Manager and Asset Manager on the date of settlement for the conveyance or terminated Agreement transfer and HSI will upon making such lump sum payment, Owner shall have no further obligation liabilities or obligations hereunder, or (b) assign this Agreement to make the transferee or mortgagee of the Property and, if such data available transferee is not the mortgagee, cause such transferee or mortgagee to Youassume all of the obligations of Owner under this Agreement, whereupon this Agreement shall continue and shall not terminate. The provisions of this Section 10(b) shall apply to all subsequent conveyances or transfers of the Property or of Owner's interest therein, and the term "Owner" shall refer to the owner for the time being of any interest in the Property.

Default Termination. The following shall be considered events of “Default” by You: • Failure to make timely payment of any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured within ten (10) days of written notice; • Failure to comply with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. 4.1 In the event of a Default Material Breach by the Licensee, HSI retains all Buyer of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions material provision of this Agreement, HSI or its Related Parties may suffer irreparable injury andnot cured within sixty (60) days after written notice of the breach is delivered to the Buyer by the Seller, accordinglythen the Seller may, HSI shall therefore be entitled effective sixty (60) days after such notice to seek injunctive or other equitable reliefthe Buyer, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, delivering written notice of termination to the Buyer. The rights granted to the Buyer under this Agreement will revert to the Seller as set forth provided in Section 4, 4.3. A good faith dispute regarding the determination or calculation of payments due the Seller under this Agreement will not be considered a breach of this Agreement provided that the Buyer deposits the disputed amount in advance an interest bearing escrow account with a commercial bank and offers to arbitrate the dispute in accordance with the Rules of the renewal American Arbitration Association in [x] (County, State). In addition to or in lieu of the Period of Agreement. Otherwise, Licensee may only its rights to terminate this Agreement upon a Material Breach by giving written notice the Buyer, the Seller has the right to HSI pursue any remedies the Seller may have at law or in equity. 4.2 In the event of a Material Breach by the Seller of a material breach of a material term provision of this Agreement or Order Form by HSI Agreement, which remains uncured thirty breach is not cured within sixty (3060) days after HSI receives written notice specifying of such breach is delivered to the nature of Seller by the breach. If Buyer, then the Content records reside on HSI’s Platform thenBuyer may, within ninety effective sixty (9060) days after such notice to the Seller, terminate this Agreement. In addition to or in lieu of termination or expiration of its rights to terminate this Agreement upon a Material Breach by the AgreementSeller, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and Buyer will have the right to delete allpursue any remedies at law or equity, training records related and the Buyer may pay into an interest bearing escrow account with a commercial bank any payments due the Seller as security for payment of any damages, arising from any Material Breach by the Seller of any provision of this Agreement. Upon resolution of the claim, the amounts in escrow, including accrued interest, will be distributed to the expired Seller after deduction of the amounts, if any, required to be paid to the Buyer. In any event, the Buyer may terminate this Agreement immediately if the Seller breaches obligations defined in Sections 1, 2, 3 or terminated Agreement 4, and HSI will have no further obligation any amounts, payments or fees resulting from the Sellers breach, whether directly or indirectly, shall be deemed the property of the Buyer who maintains the rights to make such data available to Youall legal and equitable remedies.

Default Termination. The following shall be considered events of “Default” by You: • Failure to make timely payment of any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured within ten (10) days of written notice; • Failure to comply with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use A party may deliver to the other party a written "Notice of Default" for: (i) failing to make any payment owed hereunder, when no bona fide dispute exists (a "Monetary Default"); or (ii) the Contentbreaching by either party or its agents, and assigns or affiliates of any Material Provision; or (biii) promptlythe filing or initiating of proceedings by or against a party seeking liquidation, but reorganization or other such relief under any federal or state bankruptcy or insolvency law (a "Bankruptcy Proceeding"). Such Notice of Default must prominently contain the following sentences in no case more than capital letters: "THIS IS A FORMAL NOTICE OF A BREACH OF CONTRACT. FAILURE TO CURE SUCH BREACH WILL HAVE SIGNIFICANT LEGAL CONSEQUENCES." A party that has received a Notice of Default shall have five (5) business daysdays to cure a Monetary Default, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying to cure the nature alleged breach of any other Material Provision (other than Section 15.8(a) or the Standstill Agreement, which shall be required to be cured upon demand by PSINet, provided, however, that IXC Communications, Inc. and/or IXC shall have five (5) business days to cure a nonintentional breach of clause (vi) of Section 15.8(a) or clause (vi) of Section 2 of the breach. If Standstill Agreement) and, if the Content records reside on HSI’s Platform thendefaulting party shall have commenced actions in good faith to cure such defaults which are not susceptible of being cured during such 30-day period, within such period shall be extended (but not in excess of 90 additional days) while such party continues such actions to cure, and shall be given ninety (90) days to remove, have dismissed or stay any involuntary Bankruptcy Proceeding (each such cure period, a "Cure Period"). If such party fails to cure the breach within the applicable Cure Period or, in the case of termination Section 15.8(a) (other than clause (vi) thereof) or expiration the Standstill Agreement (other than clause (vi) of the AgreementSection 2 thereof), upon demand by PSINet, as long as such default shall be continuing, the Licensee may print, or request that HSI print, one final report of the training records for recordnon-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will defaulting party shall have the right to delete all, training records related to the expired either (a) suspend its performance or terminated Agreement and HSI will have no further obligation to make such data available to You.payment

Default Termination. The following shall be considered events of “Default” by You: • Failure to make timely payment of any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured within ten (10) days of written notice; • Failure to comply with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying the nature of the breach. If the Content records reside on HSI’s Platform then, within ninety (90) days of termination or expiration of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will have the right to delete all, training records related to the expired or terminated Agreement and HSI will have no further obligation to make such data available to You.

Default Termination. The following 16.1 In the event of any failure of Lessee to pay any rental or other payment due hereunder within ten (10) days after the same shall be considered events due, or any failure to perform any other of “Default” the terms, conditions or covenants of this Lease to be observed or performed by You: • Failure Lessee for more than thirty (30) days after written notice of such default, the Lessor may solely at Lessor's option, either bring an action to make timely payment enforce the Lease and recover any damages incurred or declare this Lease terminated. If terminated, all of the right, title and interest of the Lessee hereunder shall wholly cease and expire and Lessee shall then immediately quit and surrender the Premises and pay Lessor the amount of any amounts owing under damages incurred. In the event of such termination, Lessee shall nevertheless remain obligated to Lessor pursuant to the terms of Lease as more specifically set forth in Section 6 12.3 hereof. 16.2 If any default is of such a nature that it cannot with due diligence be cured within thirty (30) days after notice to correct the default, Lessor shall not be entitled to terminate the Lease if the Lessee shall have commenced to cure such default within thirty (30) days and shall thereafter proceed with all due diligence to complete the cure of such default. 16.3 If this Lease is terminated as herein provided and Lessee shall not have immediately quit and surrendered the Premises to Lessor, the Lessee shall be deemed guilty of forcible and unlawful detainer, thereby waiving all notice and Lessor or its agents or servants may immediately or at any time thereafter re-enter the Premises and use any necessary force to remove Lessee, its agents, employees, servants and licensees, without being liable to indictment, prosecution or damages herefore and may repossess and enjoy the Premises, together with all additions, alterations and improvements. Lessor shall also be entitled to the benefits of all provisions of law respecting a speedy recovery of land and tenements held over by Lessee, including proceedings in forcible entry and unlawful detainer. 16.4 If the Premises are left vacant at any time during the term of this Agreement and/or Lease and any rent remains unpaid, then Lessor may, without terminating the Order FormLease, relet the whole or any part of said Premises for any unexpired period of time during the term of this Lease, or longer, or from, time to time for shorter periods, for any rental then obtainable, giving such concessions of rent and making such repairs and changes as may be reasonably required. Lessee shall be liable for the balance of the rent until the expiration of the Lease after being given credit for any rent received. Lessee shall be liable for all reasonable expenses which Lessor may incur as a result of any default by Lessee, including but not limited to the cost of enforcing the Lease, including attorneys' fees; making good any default suffered by Lessee; doing any reasonably required painting, altering or dividing of the Premises; combining the Premises with any adjacent space for any new tenant; putting the same in proper repair; protecting and preserving the Premises; and reletting the Premises, less any net rental received from reletting. 16.5 If lessee should fail to remove all effects from the Premises upon abandonment or upon termination of this Lease for any cause whatsoever, Lessor, at its option, may remove such effects in any manner that it shall choose and store them without liability to Lessee for loss or damage and Lessee agrees to pay Lessor on demand any and all expenses incurred in such removal, including all court costs and attorneys' fees and storage charges on such effects for any length of time they shall be in Lessor's possession. Lessor may, at its option, in the alternative and without notice, sell said effects, at private sale and without legal process and for such prices as Lessor may obtain and apply the proceeds of such sale against any amounts due under this Lease from Lessee to Lessor and against the expenses incident to the removal and sale of said effects, rendering the surplus, if any, to Lessee. 16.6 Lessee acknowledges that late payments by Lessee to Lessor of rent will cause Lessor to incur costs not cured contemplated by this Lease, the exact amount of such cost being extremely difficult and impracticable for fix. Such costs include, without limitation, processing and accounting charges and late charges that may be imposed upon Lessor by the terms of any encumbrance and note secured by any encumbrance covering the Premises. Therefore, if any installment of rent due from Lessee is not received by Lessor within ten (10) days of written notice; • Failure date due, Lessee shall pay Lessor either $25.00 or 3% of the overdue payment, whichever shall be greater as a late fee. In addition, Lessor may collect one tenth(1/10) of one(1) percent per day of any amount more than thirty(30) days past due, from and after the thirtieth(30) day payment is due. Such additional payment shall be due immediately upon demand by Lessor. The parties agree that this late Fee represents a fair and reasonable estimate of the cost that Lessor will incur by reason of late payment by Lessee. Acceptance of any late charge shall not constitute a waiver of Lessee's default with respect to comply with the overdue amount, or prevent Lessor from exercising any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its other rights and remedies at law, including available to Lessor. 16.7 Any suit brought by Lessor to enforce the collection of all license fees whether any amount due and payable now or in the future. Upon termination or expiration of the Agreement under this article for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI one month shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying the nature of the breach. If the Content records reside on HSI’s Platform then, within ninety (90) days of termination or expiration of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will have the not prejudice Lessor's right to delete all, training records related to enforce the expired or terminated Agreement and HSI will have no collection of any further obligation to make such data available to Youamount due for any subsequent month.

Default Termination. The following shall (a) Sponsor will be considered events of “Default” by You: • Failure to make timely payment of any amounts owing under Section 6 in default of this Agreement and/or if: (i) it fails to timely pay the Order FormYankees the Sponsorship Fee when due (as described in Section 3(c), if or any other amount due under this Agreement, and such failure continues for a period of thirty (30) business days after notice has been sent to Sponsor of the amount due; (ii) it either voluntarily files for bankruptcy, receivership, insolvency, reorganization, dissolution, liquidation or any similar proceedings, as applicable, or involuntarily has a proceeding instituted against it and such proceeding is not dismissed within thirty (30) days; (iii) it makes a general assignment for the benefit of creditors; (iv) it is in material breach of this Agreement and such breach is not cured within thirty (30) days of a notice specifying the breach; provided, however, the Yankees, in its sole discretion, may agree to a longer cure period if such breach cannot be cured within thirty (30) days but Sponsor has commenced action to effect such cure within the thirty (30) day period and thereafter is diligently pursuing the same. If Sponsor fails to cure the default by the end of the thirty (30) days or a longer cure period, as agreed to by the Yankees, then: (i) this Agreement and the rights granted and licensed to Sponsor herein will terminate; and (ii) Sponsor will not receive a refund of any portion of the Sponsorship Fee and will be responsible for all costs and expenses related to the removal of the Advertisements. (b) Unless otherwise specified and other than under the circumstances set forth in subsection (a)(iv) above, if Sponsor is in default of this Agreement, the Yankees will provide written notice (the “Default Notice”) to Sponsor stating that this Agreement will expire and terminate on a specific date, which date will not be less than ten (10) days of written notice; • Failure to comply with any after the date of the use restrictions set forth Default Notice (the “Termination Date”). If Sponsor fails to cure the default by the Termination Date, then: (i) this Agreement and the rights granted and licensed to Sponsor herein will terminate; and (ii) Sponsor will not receive a refund of any portion of the Sponsorship Fee and will be responsible for all costs and expenses related to the removal of the Advertisements. (c) Notwithstanding the provisions of this Section, in Section 2the event that, pursuant to the Bankruptcy Code, a trustee of Sponsor or Sponsor as debtor-in-possession is permitted to assume this Agreement and does so and, thereafter, desires to assign this Agreement to a third party, which assignment satisfies the requirement of the Bankruptcy Code, the trustee or Sponsor, as the case may be, must notify the Yankees of the terms of such proposed assignment in writing. The giving of such notice will constitute an offer to the Yankees to have this Agreement assigned to it or to its designee for the consideration, or its equivalent in money, and upon such terms, as is specified in the notice. This offer may be accepted only by written notice to the trustee or Sponsor, as the case may be, by the Yankees within fifteen (15) days of the Yankees’ receipt of notice from the trustee or Sponsor. If the Yankees fails to give its notice to the trustee or Sponsor within fifteen (15) days, the trustee or Sponsor may complete the assignment referred to in its notice, but only if such assignment is to the entity named in the notice and for the consideration and upon the terms specified therein. Nothing contained herein will preclude or impair any rights which the Yankees may have as a creditor in any proceeding. (d) The Yankees will be in default of this Agreement if: (i) it is in material breach of this Agreement and such breach is not cured within thirty (30) days of a notice specifying the breach; provided, however, Sponsor, in its sole discretion, may agree to a longer cure period if such breach cannot be cured within thirty (30) days but the Yankees has commenced action to effect such cure within the thirty (30) day period and thereafter is diligently pursuing the same. (e) If the Yankees are in default of this Agreement, Sponsor will provide written notice (the “Default Notice”) to the Yankees stating that this Agreement will expire and terminate on a specific date, which date will not be less than ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any after the date of the restrictions or obligations set forth in Section 3, if not cured within ten Default Notice (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying the nature of the breach“Termination Date”). If the Content records reside on HSI’s Platform Yankees fail to cure the default by the Termination Date, then, within ninety : (90i) days this Agreement and the rights granted and licensed to Sponsor herein will terminate; and (ii) Sponsor will receive a pro-rata refund of termination or expiration any portion of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will have the right to delete all, training records related to the expired or terminated Agreement and HSI will have no further obligation to make such data available to YouSponsorship Fee paid.

Default Termination. The following 16.1 In the event that – 16.2.1 the Lessee shall be considered events of “Default” by You: • Failure fail to make timely payment of any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured within ten (10) days of written notice; • Failure to carry out or comply with any of the use restrictions set forth in Section 2, if not cured within ten (10) days terms or conditions of written notice; provided however, that there this Lease or shall be no cure period for any “directly competitive purpose” activity; and • Failure fail to comply with make any of the restrictions or obligations set forth payments required under any clause of this Lease, including, without limitation, the Rental, and persist in Section 3, if not cured within ten any such failure for 14 (10fourteen) days after the Landlord has given the Lessee written notice requiring such default to be remedied; or 16.2.2 the Lessee shall go into voluntary or compulsory liquidation or shall become insolvent or shall call a meeting of written noticeits creditors or shall enter into any arrangement or compromise or composition with its creditors; provided however, that there or 16.2.3 the Lessee is expelled from the University or otherwise ceases to be a student registered at the University; then and in such event the Landlord shall be entitled forthwith and without any further or prior notice to terminate this Lease and reclaim possession of the Leased Premises by written notice to the Lessee and without prejudice to all rights of the Landlord to xxx for and recover any payment or moneys due or damages for breach of contract . 16.2 The Landlord shall be entitled to retain any payment made by the Lessee prior to termination until the actual amount has been determined and thereupon set off damages against the amounts so held. Any waiver by the Landlord of any right of termination in terms of clause 16 shall not be deemed in any way to prejudice the Landlord’s rights in respect of any subsequent breach of this Lease, or otherwise. 16.3 Unless the Landlord has failed to provide occupation of the Leased Premises on the Commencement Date or within a reasonable period thereafter, following a written notice by the Lessee to the Landlord requiring occupation, the Lessee shall have no cure claim, whatsoever, for repayment of the Rental or part thereof paid by the Lessee upon termination of this Lease. 16.4 Notwithstanding anything to the contrary contained in clauses 16.1 and 16.2 above, the Landlord shall not be obliged to give in respect of any period for any attempt of 12 (twelve) consecutive months during the currency of this Lease more than two notices arising from a breach in terms of clauses 16.1 and 16.2, and shall thereafter be entitled to decompile or reverse engineer the Content or Platform or components thereof. In remedies set out above without notice in the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying the nature of the breach. If the Content records reside on HSI’s Platform then, within ninety (90) days of termination or expiration of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will have the right to delete all, training records related to the expired or terminated Agreement and HSI will have no further obligation to make such data available to You.

Default Termination. The following shall be considered events of “Default” by You: • Failure to make timely payment of any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured within ten (10) days of written notice; • Failure to comply with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of If the Content, Purchaser defaults in any material respect hereunder and (b) promptly, but in no case more than such default remains uncured for five (5) business daysdays after written notice by Seller to Purchaser, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens Seller’s sole remedy shall be to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice thereof to HSI of the Purchaser, whereupon the Xxxxxxx Money (or the portion thereof which has been deposited by the Purchaser with the Title Insurer) shall be retained by the Seller as liquidated damages as the Seller’s sole and exclusive remedy only to the extent Purchaser willfully fails to close, provided that Purchaser’s inability to close due to noncompliance with applicable laws shall be deemed to constitute a material breach of a material term willful failure to close (and in all other circumstances, Seller may pursue Purchaser for actual damages), and neither party shall have any further liability or obligation to the other, except for any other provision of this Agreement or Order Form by HSI which that is expressly intended to survive the termination of this Agreement. The parties acknowledge and agree that the Seller’s actual damages in the event of Purchaser’s default are uncertain in amount and difficult to ascertain and that said amount of liquidated damages was reasonably determined and is not a penalty. The Seller may not exercise its sole remedy if the Seller is in default in any material respect under this Agreement. (b) If the Seller defaults in any material respect hereunder and such default remains uncured thirty for five (305) business days after HSI receives written notice specifying by Seller to Purchaser, the nature of the breach. If the Content records reside on HSI’s Platform thenPurchaser may, within ninety as its sole remedy, either: (901) days of termination or expiration of the terminate this Agreement, whereupon the Licensee may printXxxxxxx Money (or the portion thereof which has been deposited by the Purchaser with the Title Insurer) shall be immediately returned to the Purchaser, as its sole and exclusive remedy, and to the extent that Seller’s default is willful, Seller shall reimburse Purchaser for Purchaser’s actual costs and expenses (to be evidenced by Purchaser’s delivery of reasonably detailed invoices to Seller) incurred in connection with the transaction contemplated by this Agreement in an amount not to exceed Two Hundred Thousand Dollars ($200,000.00), and neither party shall have any further liability or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain anythe other, except for other provision of this Agreement that is expressly intended to survive the termination of this Agreement; or (2) assert and will have seek judgment against the right Seller for specific performance. The Purchaser may not exercise its remedies hereunder if the Purchaser is in default in any material respect under this Agreement. (c) In addition to delete allany other limitations herein, training records related but except as provided in Section 18(b) above, in no event shall either party be liable to the expired other for consequential, special or terminated Agreement and HSI will have no further obligation to make such data available to Youpunitive damages.

Default Termination. The following 16.1 During the Development Period and until the commencement of the Post- Development Period, if default shall be considered events of “Default” by You: • Failure to make timely payment of any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured within ten (10) days of written notice; • Failure to comply with made in any of the use restrictions covenants or agreements of Grantee contained in this Easement, Grantor may pursue any and all remedies set forth in Section 224 of the Master Agreement. 16.2 Upon commencement of the Post-Development Period, if not cured at any time Grantee fails to properly perform its obligations under this Easement, Grantor, in its sole discretion, may: (i) seek specific performance of the unperformed obligations, (ii) terminate this Easement if Grantee fails to perform such obligation within ten sixty (1060) days after written notice thereof from Grantor to Grantee, or (iii) at Grantee's sole cost, arrange for the performance of written notice; provided howeversuch work as Grantor deems necessary for the safety of its rail operations, that there activities and property, or to avoid or remove any interference with the activities or property of Grantor, or anyone or anything present on the rail corridor or property with the authority of permission of Grantor. Grantee shall be no cure period promptly reimburse Grantor for all costs of work performed on Grantee's behalf upon receipt of an invoice for such costs. Grantor's failure to perform any “directly competitive purpose” activity; obligations of Grantee shall not alter the liability allocation set forth in this Easement. 16.3 In addition to and • Failure to comply with any not in limitation of the restrictions foregoing, Grantor has the right, but not the obligation, to terminate this Easement upon written notice to Grantee in the event that Grantee fails to complete construction of the Pedestrian Bridge by December 31, 2014. 16.4 Upon termination of this Easement, whether by abandonment of the Easement or obligations by the exercise of Grantor's termination rights hereunder, Grantee shall, at its sole cost and expense, immediately perform the following: 16.4.1 remove all of its equipment from the Premises; 16.4.2 if construction or installation of the Pedestrian Bridge is incomplete upon termination, and if requested by Grantor, remove the Pedestrian Bridge and all appurtenances thereto from the Premises at Grantor's sole discretion; 16.4.3 convey the Pedestrian Bridge to Grantor by xxxx of sale reasonably acceptable to Grantor and Grantee, provided that Grantor has not required Grantee's removal of the Pedestrian Bridge pursuant to the provisions of Section 16.4.2 above; 16.4.4 repair and restore any damage to the Premises arising from, growing out of, or connected with Grantee's use of the Premises; 16.4.5 remedy any unsafe conditions on the Premises created or aggravated by Grantee; and 16.4.6 leave the Premises in the condition which existed as of the Effective Date (subject only to the presence of the Pedestrian Bridge, provided that Grantor has not required Grantee to remove the Pedestrian Bridge pursuant to the provisions of Section 16.4.2 above). 16.5 If this Easement is terminated, Grantor may direct Grantee to undertake one or more of the actions set forth in Section 316.4 above, at Grantee's sole cost, in which case Grantee shall have a limited license to enter upon the Premises to the extent necessary to undertake the actions directed by Grantor. The terms of this limited license include all of Grantee's obligations under this Easement. Termination will not release Grantee from any liability or obligation under this Easement, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination, or, if later, the date when the Pedestrian Bridge is removed by or for Grantee, if applicable, and the Premises are restored to its condition as of the Effective Date. If Grantee fails to surrender the Premises to Grantor upon any termination of the Easement, all liabilities and obligations of Grantee hereunder shall continue in effect until the Premises is surrendered. 16.6 Any waiver by Grantor of any default or defaults shall not cured within ten (10) days constitute a waiver of written notice; provided however, that there shall be no cure period the right to terminate this Easement for any attempt subsequent default or defaults, nor shall any such waiver in any way affect Grantor's ability to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for enforce any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions Section of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this AgreementEasement. Licensee may terminate this Agreement by providing notice, as The remedy set forth in this Section 4, 16 shall be in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying the nature of the breach. If the Content records reside on HSI’s Platform then, within ninety (90) days of termination or expiration of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain anyaddition to, and will not in limitation of, any other remedies that Grantor may have the right to delete all, training records related to the expired at law or terminated Agreement and HSI will have no further obligation to make such data available to Youin equity.

Default Termination. The following shall be considered events In the event Subscriber fails to pay undisputed amounts within thirty (30) days of “Default” date of invoice, Subscriber abuses the equipment or the use of the monitoring facility, Subscriber fails to comply with (a) Terminate all services subscribed for hereunder by You: • Failure to make timely payment of any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured within giving ten (10) days of written notice; • Failure to comply with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the LicenseeSubscriber, HSI retains without terminating this Agreement, and recover all of its rights and remedies at law, including the collection amounts due to Xxxxxxx Controls; (b) Take possession of all license fees whether Xxxxxxx Controls owned equipment wherever situated and for such purpose enter upon Subscriber’s property without liability for so doing; (c) By notice to Subscriber, declare immediately due and payable now or in all monies to be paid by Subscriber during the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying the nature of the breach. If the Content records reside on HSI’s Platform then, within ninety (90) days of termination or expiration of the Agreement, and Subscriber shall thereupon be obligated to pay such monies to Xxxxxxx Controls immediately. Subscriber shall in any event remain fully liable for reasonable damages as provided at law and for all costs and expenses incurred by Xxxxxxx Controls on account of such default including all court costs and reasonable attorneys’ fees. Should Xxxxxxx controls default in the Licensee performance of any of its obligations hereunder and such default shall continue for twenty (20) days after Subscriber gives Xxxxxxx Controls notice or such default shall occur more than two (2) times during any twelve (12) month period, in addition to any other remedies provided by law, Subscriber may print, or request that HSI print, one final report terminate all services without penalty. The waiver by either party of a breach of any obligation of the training records for record-keeping and course content auditing purposesother party shall not be deemed a waiver of such obligation or any subsequent breach of the same or any other obligation. After that ninety (90) day periodThe subsequent acceptance of payment or performance hereunder by either party shall not be deemed a waiver of any prior existing breach, HSI will have no obligation to maintain any, and will have regardless of such party’s knowledge of such prior existing breach at the right to delete all, training records related to the expired or terminated Agreement and HSI will have no further obligation to make time of acceptance of such data available to Youpayments.

Default Termination. The following 16.1 During the Development Period and until the commencement of the Post- Development Period, if default shall be considered events of “Default” by You: • Failure to make timely payment of any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured within ten (10) days of written notice; • Failure to comply with made in any of the use restrictions covenants or agreements of Grantee contained in this Easement, Grantor may pursue any and all remedies set forth in Section 224 of the Master Agreement. 16.2 Upon commencement of the Post-Development Period, if not cured at any time Grantee fails to properly perform its obligations under this Easement, Grantor, in its sole discretion, may: (i) seek specific performance of the unperformed obligations, (ii) terminate this Easement if Grantee fails to perform such obligation within ten sixty (1060) days after written notice thereof from Grantor to Grantee, or (iii) at Grantee's sole cost, arrange for the performance of written notice; provided howeversuch work as Grantor deems necessary for the safety of its rail operations, that there activities and property, or to avoid or remove any interference with the activities or property of Grantor, or anyone or anything present on the rail corridor or property with the authority of permission of Grantor. Grantee shall be no cure period promptly reimburse Grantor for all costs of work performed on Grantee's behalf upon receipt of an invoice for such costs. Grantor's failure to perform any “directly competitive purpose” activity; obligations of Grantee shall not alter the liability allocation set forth in this Easement. 16.3 In addition to and • Failure to comply with any not in limitation of the restrictions foregoing, Grantor has the right, but not the obligation, to terminate this Easement upon written notice to Grantee in the event that Grantee fails to complete construction of the Storm Water Mitigation by December 31, 2014. 16.4 Upon termination of this Easement, whether by abandonment of the Easement or obligations by the exercise of Grantor's termination rights hereunder, Grantee shall, at its sole cost and expense, immediately perform the following: 16.4.1 remove all of its equipment from the Premises; 16.4.2 if construction or installation of the Storm Water Mitigation is incomplete upon termination, and if requested by Grantor, remove the Storm Water Mitigation and all appurtenances thereto from the Premises at Grantor's sole discretion; 16.4.3 convey the Storm Water Mitigation to Grantor by xxxx of sale reasonably acceptable to Grantor and Grantee, provided that Grantor has not required Grantee's removal of the Storm Water Mitigation pursuant to the provisions of Section 16.4.2 above; 16.4.4 repair and restore any damage to the Premises arising from, growing out of, or connected with Grantee's use of the Premises; 16.4.5 remedy any unsafe conditions on the Premises created or aggravated by Grantee; and 16.4.6 leave the Premises in the condition which existed as of the Effective Date (subject only to the presence of the Storm Water Mitigation, provided that Grantor has not required Grantee to remove the Storm Water Mitigation pursuant to the provisions of Section 16.4.2 above). 16.5 If this Easement is terminated, Grantor may direct Grantee to undertake one or more of the actions set forth in Section 316.4 above, at Grantee's sole cost, in which case Grantee shall have a limited license to enter upon the Premises to the extent necessary to undertake the actions directed by Grantor. The terms of this limited license include all of Grantee's obligations under this Easement. Termination will not release Grantee from any liability or obligation under this Easement, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination, or, if later, the date when the Storm Water Mitigation is removed by or for Grantee, if applicable, and the Premises are restored to its condition as of the Effective Date. If Grantee fails to surrender the Premises to Grantor upon any termination of the Easement, all liabilities and obligations of Grantee hereunder shall continue in effect until the Premises is surrendered. 16.6 Any waiver by Grantor of any default or defaults shall not cured within ten (10) days constitute a waiver of written notice; provided however, that there shall be no cure period the right to terminate this Easement for any attempt subsequent default or defaults, nor shall any such waiver in any way affect Grantor's ability to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for enforce any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions Section of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this AgreementEasement. Licensee may terminate this Agreement by providing notice, as The remedy set forth in this Section 4, 16 shall be in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying the nature of the breach. If the Content records reside on HSI’s Platform then, within ninety (90) days of termination or expiration of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain anyaddition to, and will not in limitation of, any other remedies that Grantor may have the right to delete all, training records related to the expired at law or terminated Agreement and HSI will have no further obligation to make such data available to Youin equity.

Default Termination. The following (A) Electrabel shall be considered events of “Default” by You: • Failure have the right, but not the obligation, at any time to make timely payment of give a NuclearSub Default Termination Notice to NuclearSub if: (i) NuclearSub fails to pay, on or before the relevant due date for payment, any amounts owing amount properly due under Section 6 of this Agreement and/or the Order Formthat is, if not cured within ten (10) days of written notice; • Failure to comply individually or in aggregate with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one other amounts which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether are due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate under this Agreement but have not been paid by providing notice, as set forth in Section 4NuclearSub, in advance excess of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice eight million euro (€8,000,000) and NuclearSub has failed to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured remedy such failure to pay within thirty (30) days after HSI receives receipt of Electrabel’s written notice specifying of such failure to pay, excluding any amount which is the nature subject of the breach. If the Content records reside on HSI’s Platform thena bona fide Dispute by NuclearSub in accordance with this Agreement; (ii) NuclearSub is in material breach of any of its obligations under this Agreement (other than a failure to pay an amount due to NuclearSub under this Agreement, which is provided for in Clause 23.5(A)(i)) and such material breach has not been remedied within ninety (90) days after Xxxxxxxxxx’s written notice of termination such material breach; or (iii) an Insolvency Event occurs in respect of NuclearSub, in each case only if such failure to pay or expiration material breach has been caused by a breach by XXXXX or the RA Counterparty of any provision of any Transaction Document. (B) A NuclearSub Default Termination Notice shall specify: (i) reasonable details of the Agreement, relevant failure to pay or material breach; and (ii) the Licensee may print, or request that HSI print, one final report date (not earlier than sixty (60) Business Days after the date of the training records NuclearSub Default Termination Notice) on which termination of this Agreement is designated by Electrabel to take effect (the date so designated being a “NuclearSub Default Termination Date”). (C) If Electrabel gives a NuclearSub Default Termination Notice, then this Agreement will terminate on the NuclearSub Default Termination Date unless: (i) Electrabel otherwise agrees expressly in writing; or (ii) the failure to pay or material breach for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will have which the right to delete all, training records related to the expired or terminated Agreement and HSI will have no further obligation to make such data available to Yourelevant NuclearSub Default Termination Notice was given has been remedied in full.

Default Termination. The following a. Supplier shall be considered events of “Default” by You: • Failure to make timely payment of any amounts owing in default under Section 6 of this Agreement and/or the Order Form, if not cured within ten (10) days of written notice; • Failure to comply with any of the use restrictions set forth following events (“Events of Default”) shall occur: i. If Supplier breaches any material provision or condition of this Agreement; ii. The filing of a petition by or against Supplier (1) in Section any bankruptcy or other insolvency proceeding; (2) seeking any relief under any state or federal debtor relief law; (3) for the appointment of a liquidator or receiver for all or substantially all of Supplier’s property, or (4) for the reorganization or modification of Supplier’s capital structure; however, if such a petition is filed against Supplier, then such filing shall not cured be an Event of Default unless Supplier fails to have the proceedings initiated by such petition dismissed within ninety (90) days after the filing thereof; iii. If Supplier defaults under any loan agreement with its lenders, and such default remains uncured for sixty (60) days; or iv. If vendors representing ten percent (10%) days or more of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure Company’s purchasing volume refuse to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement supply Supplier for any reason. If an Event of Default occurs under (a)(ii), Licensee will (aiii) immediately cease use or (iv) above, it is the responsibility of the Content, and (b) promptly, but Supplier to notify Company in no case more than five (5) writing of such occurrence within two business days, delete any copies of the Content from its computers, servers, or other storage media. If requested an Event of Default occurs and is not cured by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured Supplier within thirty (30) days after HSI receives receipt of written notice specifying the nature of the from Company to cure such breach. If the Content records reside on HSI’s Platform , then, within ninety (90) days of termination in addition to any other right or expiration of the remedy Company may have under this Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will Company shall have the right to delete allterminate this Agreement. b. Company shall be in default (a “Company Event of Default”) if Company breaches any material provision or condition of this Agreement. If a Company Event of Default occurs and is not cured by Company within thirty (30) days after receipt of written notice from Supplier, training records related then in addition to any other right or remedy which Supplier may have under this Agreement, Supplier shall have the right to terminate this Agreement. In the event Company shall be in default of a payment due Supplier, and such payment default is not the result of a good faith dispute between Company and Supplier, and Company has not deposited the disputed amount in an escrow pending resolution of the dispute in the manner set forth in this Agreement, then Supplier shall be under no obligation to supply Products or services for so long as the payment default remains uncured and/or the dispute remains unresolved. c. Notwithstanding paragraphs (a) and (b) above, in the event of termination of this Agreement prior to the expired end of the stated term, either party (so long as such party is not then in default under this Agreement as described in this Section 17) may require the other party to continue to honor the terms of this Agreement for up to six (6) additional months to allow Company and Supplier to effect an efficient transition. d. Upon the expiration or terminated termination of this Agreement, Company shall at its own cost (i) promptly return to Supplier all advertising material and all other information received from Supplier, (ii) promptly cease to engage in advertising or promotional activities concerning the Products, and (iii) promptly cease to represent, in any manner, that Company has been designated by Supplier to sell or promote the Products. e. Upon the expiration or termination of this Agreement for any reason, Company agrees to purchase all remaining Unique Inventory then within code date and HSI will in the hands of Supplier at Supplier’s Defined Cost for such Products. As used herein a Product shall be considered “Unique Inventory” if at least 80% of the total sales of such Product in the immediately preceding quarter shall have no further obligation been to make Company. Supplier s rights under this paragraph shall be limited to one normal historical inventory turn of such data available items, except that Company shall be obligated to Youpurchase all inventory of Company’s private label Products.

Default Termination. (1) The following shall be considered events constitute, without limitation, Acts or Events of Default (“Default” ”) by You: • Failure the Consultant: (a) where the Consultant fails or neglects to make timely payment of any amounts owing under Section 6 of this Agreement and/or commence the Order Form, if not cured Services within ten (10) days Working Days of written notice; • Failure a formal direction by the Division Head to commence; (b) where the Consultant fails or neglects to proceed, once commenced, with the provision of Services diligently and at a rate of progress that, in the reasonable opinion of the Division Head, will ensure entire completion of the Services within the time provided for in the Agreement or where the City reasonably determines that the Consultant has abandoned its duties with respect to this Agreement; (c) where the Consultant fails or neglects to complete the Services within the time limit(s) under this Agreement; (d) where the Consultant has made any material misrepresentation in respect to this Agreement or any part thereof; (e) where the Consultant fails to comply with and maintain in good standing any insurance policies and coverages, securities, professional certificates, permits, licences or approvals required by this Agreement or commits any acts or omissions that, in the opinion of the Division Head, jeopardizes or may jeopardize these policies, securities, certificates, permits, licences or approvals; (f) where the Consultant fails or refuses to correct, rectify or remedy any unsatisfactory or defective Services, when so ordered by the City in writing, or fails to prosecute the Services with the required skill and diligence; (g) where the Consultant fails to comply with any Law applicable to the Services; (h) where the Consultant subcontracts the whole or any part of this Agreement or the Services or makes an assignment of this Agreement or the Services thereunder or any part thereof, without the prior written consent of the use restrictions set forth City; (i) where a lien arises with respect to the Services undertaken by the Consultant under the Agreement and remains unpaid by the Consultant after demand to pay therefore, unless vacated or discharged and released by payment into a court of competent jurisdiction or otherwise, within Five (5) Working Days of such demand, save and except a valid and proper lien of the Consultant registered against the property affected by the Agreement; (j) where any of the goods, chattels or effects of the Consultant shall at any time during the Term be seized or taken in Section execution of attachment; or if a writ of execution shall be issued against the goods, chattels or effects of the Consultant; or if the Consultant shall make any assignment for the benefit of creditors; or if the Consultant shall be adjudged bankrupt or insolvent, commit any act of bankruptcy or insolvency or make any proposal under or take advantage of any of the provisions of any act or statutes whatsoever that may be in force regarding bankrupt or insolvent debtors or debtors who are not able to or do not pay their debts promptly and in full; or if a receiving order or winding up order shall be made against or in respect of the Consultant; or if any actions or proceedings shall be taken to wind up, dissolve or liquidate the Consultant or its assets by, against or in respect of the Consultant; or where a resolution is passed or any other act undertaken for the winding up of the Consultant; or a receiver, manager or trustee is appointed in respect of the business or assets of the Consultant, or any part of thereof, by a court of competent jurisdiction, or under an agreement; (k) where the Consultant ceases or threatens to cease to carry on its business, or where the Consultant makes or agrees to make a bulk sale of its assets; or defaults in payment of any indebtedness or liability to a chartered bank or other lending institution, whether secured or not; and (l) where the Consultant fails to comply with or observe or perform, or breaches or violates, any material provision, term, covenant, warranty, condition and/or obligation of the Agreement. (2) In the event that the Consultant has committed a Default or a Default has occurred, the Division Head may provide written notice (“Default Notice”) to the Consultant to the effect that if the Consultant does not completely remedy the Default to the satisfaction of the Division Head within Five (5) Working Days of delivery of the Default Notice or otherwise expressly granted in writing by the Division Head in his or her absolute discretion, then the Division Head may, in his/her sole discretion, on the behalf of the City: (a) suspend the performance of the Agreement by the Consultant and either perform the Services on a temporary basis itself or engage another consultant to perform the Services on a temporary basis; (b) terminate the Agreement and/or the Services of the Consultant immediately by giving notice to that effect to the Consultant; (c) cease all payments to the Consultant, save for the payment of those Services, if any, that have been furnished by the Consultant to the satisfaction of the Division Head up to the time of such termination and that have not cured yet been paid by the City (the Consultant shall have no claim of any kind otherwise against the City), subject to any rights or remedies the City may have against the Consultant; (d) enforce any performance security provided by the Consultant or deduct or set-off from funds retained under such performance security or otherwise held, but such enforcement shall not preclude the City from recovering any further amounts or damages incurred by the City as a result of the Default by the Consultant; (e) engage another consultant to complete the Project or may itself complete the Project, without further liability to the Consultant, (f) where the City performs or engages another consultant to perform the Services, either on a temporary basis or otherwise, the City may employ such means as the Division Head may deem necessary or advisable to complete the Services to his satisfaction with such changes therein as in the Division Head's opinion are necessary or advisable by reason of the Consultant's Default, or any combination of the foregoing. (3) Notwithstanding subsection (2) of this section and without prejudice to or foregoing any other right, privilege or remedy of the City, in the event that any emergency services are necessitated as a result of the Default of the Consultant, such services may be undertaken immediately, without notice, by the City and all reasonable costs incurred by the City arising from such emergency or as a result of such emergency services shall be borne by the Consultant and payable forthwith upon written demand by the City, with particulars of the emergency and services necessitated thereby, and the City shall have no liability to the Consultant for any loss or damage or compensation whatsoever resulting from such action by the City. (4) In addition to the rights and remedies in subsection (2) and (3) of this section, if the City terminates the Consultant’s Services in whole or part, as a result of a Default by the Consultant, the City may but is not obliged to: (a) take possession of and utilize any items, goods, material and equipment of the Consultant devoted to that part of the Services terminated, within the Project site, which is intended to be utilized in the Services, subject to the secured rights of third parties; (b) withhold further payments to the Consultant with respect to the Services or the portion of the Services withdrawn from the Consultant until the Services or portion thereof withdrawn are completed to the satisfaction of the Division Head; (c) charge the Consultant the additional cost over the Consultant’s Proposal price for completing the Services or portion thereof withdrawn from the Consultant; (d) charge the Consultant a reasonable allowance, as determined by the Division Head, to cover correction to the Services performed by the Consultant that may be required; (e) charge the Consultant for any costs and damages the City may have sustained as a result of the Default; and (f) charge the Consultant the amount by which the cost of corrections to the Services exceeds the allowance provided for such corrections, or any combination of the foregoing. (5) The Consultant's obligation under this Agreement as to quality, correction and warranty of the Services, performed prior to the time of termination of this Agreement or termination of the Consultant's right to continue with the Services in whole or in part, shall continue to be in force after such termination. (6) In addition to the foregoing rights of the City, the Division Head may, at his or her sole option and upon providing not less than ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon Working Days’ prior written notice to youthe Consultant, elect to suspend the Services for up to ninety (90) calendar days or discontinue the Services and terminate this Agreement for any reason. In such an event, the Consultant shall have no claim, including for any loss or damages, against the City except for payment for such of the Services as have been satisfactorily performed by the Consultant to the satisfaction of the Division Head to the date of notice of the suspension or discontinuance of Services, subject to any rights or remedies the City may have against the Consultant. The Consultant shall immediately suspend or discontinue the Services, as the case may be, on the date and to the extent specified in the notice and place no further orders for materials or services for the terminated portion of the Services. In the event of a Default by discontinuance of Services, termination shall become effective on such date as shall be stated in the Licensee, HSI retains all of its City's notice. (7) The rights and remedies provided in this section given to the City are distinct, separate and cumulative, may be exercised at law, including the collection of all license fees whether due any time and payable now from time to time independently or in combination, are in addition to all other legal, equitable or statutory rights, privileges and remedies to which the future. Upon termination or expiration of the Agreement for City is otherwise entitled, as well as any reason, Licensee will (a) immediately cease use of the Content, other rights and (b) promptly, but remedies stipulated in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI and the exercising or its Related Parties may suffer irreparable injury and, accordingly, HSI taking of any one right or remedy shall therefore be entitled to seek injunctive not preclude the exercising or taking of any other equitable relief, without posting of bond, to prevent rights or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying the nature of the breach. If the Content records reside on HSI’s Platform then, within ninety (90) days of termination or expiration of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will have the right to delete all, training records related to the expired or terminated Agreement and HSI will have no further obligation to make such data available to Youremedies.

Default Termination. The following Buyer shall be considered events in default ("Default" or "Event of “Default” by You: • Failure ") hereunder (i) for failure to make all payments due hereunder on a timely payment of any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured within ten basis and such failure continuing for three (103) business days of written notice; • Failure to comply with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon after written notice to you. In the event of a Default by the LicenseeBuyer, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement (ii) for any reasonmaterial violation, Licensee will (a) immediately cease use breach or default of the Contentany non-payment covenant, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, term or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate condition under this Agreement by providing notice, as set forth in Section 4, in advance and the failure of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice Buyer to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured cure such default within thirty (30) days after HSI receives written notice specifying of such default, or (iii) the nature occurrence of an "Event of Default" under the Agreement Relating to Guaranty (as hereinafter defined). Administrator shall be in default hereunder for any material violation, breach or default of any covenant, term or condition under this Agreement or any other agreement between Buyer and Administrator and the failure of Administrator to cure such default within fifteen (15) days after written notice of such default. Either party may terminate this Agreement upon the occurrence and during the continuance of an Event of Default. Upon termination of this Agreement for any reason (other than by Buyer as a result of a default by Administrator) or upon the occurrence of a default by Buyer, then (i) all outstanding invoices of Buyer to Administrator (regardless of the breach. If terms of payment or the Content records reside on HSI’s Platform then, due dates) at all locations must be paid by Buyer to Administrator within ninety five (905) days (or thirty (30) days in the event that this Agreement is terminated by Buyer as a result of termination or expiration a default by Administrator) of the Agreementeffective date of termination, (ii) upon demand by the Licensee may printBank (as hereinafter defined), or request Buyer must immediately pay to the Bank all amounts due and owing on the Note (as hereinafter defined), (iii) Buyer must pay all amounts due and owing to Administrator on the Agreement Relating to Guaranty (as hereinafter defined), and (iv) Buyer acknowledges that HSI print, one final report any of such events shall be an Event of Default under the Note. The Bank shall accelerate and demand payment of the training records for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will have Note upon the right to delete all, training records related to the expired or terminated Agreement and HSI will have no further obligation to make such data available to Youoccurrence of an Event of Default.

Default Termination. The (a) If any one or more of the following events shall occur, same shall be considered events an event of “Default” by You: • Failure default under this Lease: (1) By or pursuant to make timely payment or under authority of any amounts owing under Section 6 legislative act, resolution or Rile or any order or decree of this Agreement and/or any court or governmental board, agency or officer having jurisdiction, a receiver, trustee or liquidator shall take possession or control of all or substantially all of the Order Formproperty of the Lessee, and such possession or control shall continue in effect for a period of thirty (30) calendar days; or (2) The Lessee shall voluntarily abandon, desert or vacate the Premises or discontinue its operation at the Airport for a period of thirty (30) calendar days; or (3) Any lien, claim or other encumbrance which is filed against the Premises is not removed, or if the County is not cured adequately secured by bond or otherwise, within thirty (30) calendar days after the Lessee has received notice thereof; or (4) The Lessee shall fail to pay the rentals within ten (10) calendar days following the date on which any payments are due to the County; or (5) The Lessee shall fail to make any other payment required hereunder when due to the County and shall continue in its failure to make any such other payments required hereunder for a period of ten (10) calendar days after notice is given to make such payments; or (6) The Lessee shall take any action described by Section 18 hereof without the prior written notice; • Failure to comply with any consent of the use restrictions set forth in Section 2County; or (7) Any business is conducted, if or service is performed, or product is sold from the Premises that is not cured specifically authorized by this Lease, and such activity does not cease within ten (10) calendar days after receipt of written noticenotice to that effect; provided howeveror (8) The Lessee shall fail to keep, that there shall be no cure period for any “directly competitive purpose” activity; perform and • Failure to comply with any of the restrictions or obligations observe each and every non-monetary promise, covenant and term set forth in Section 3this Agreement on its part to be kept, if not cured performed or observed within ten thirty (1030) calendar days after receipt of notice of default thereunder (except where fulfillment of its obligation requires activity over a greater period of time and the Lessee shall have commenced to perform whatever may be required for fulfillment within thirty (30) calendar days after receipt of notice and continues such performance without interruption); (b) Then upon the occurrence of any event set forth in (a), above, or at any time thereafter during the continuance thereof, the County may at its option immediately terminate the rights of Lessee hereunder by giving written notice; provided howevernotice thereof, that there which termination shall be no cure period for effective upon the date specified in such notice and/or County may exercise any attempt and all other remedies available to decompile County hereunder or reverse engineer the Content at law or Platform or components thereofin equity. In the event of an uncured Default any such termination, Lessee shall immediately quit and surrender the Premises to County and shall cease operations at the Airport. Any such termination shall be without prejudice to any remedy for arrears of payments due hereunder or one which is deemed not curablebreach of covenant, HSI may, at its option, suspend your access to or damages for the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration balance of the Agreement for any reason, Licensee will (a) immediately cease use of rent payable hereunder through the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions full term of this Agreement, HSI or its Related Parties may suffer irreparable injury andany other damages or remedies whatsoever, accordinglyincluding without limitation, HSI shall therefore be entitled to seek injunctive or other equitable reliefall direct, without posting of bondindirect, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying the nature of the breach. If the Content records reside on HSI’s Platform then, within ninety (90) days of termination or expiration of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain anyconsequential, and will have the right to delete all, training records related to the expired or terminated Agreement and HSI will have no further obligation to make such data available to Youall other damages whatsoever.

Default Termination. The following i. MaineDOT reserves the right to terminate this Agreement or any part hereof, for its sole convenience. Thirty (30) days advance written notice shall be considered events provided in the case of “Default” by You: • Failure to make timely payment of any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured within ten (10) days of written notice; • Failure to comply with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period a termination for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereofconvenience. In the event of an uncured Default or one which is deemed not curablesuch termination, HSI mayVendor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Vendor shall be paid for all work on a percentage completed basis, at its optionas mutually agreed upon by the parties, suspend your access up to the Platform date of termination under this Paragraph 14.A. ii. MaineDOT shall have the right to terminate this Agreement in the event of a material breach or default by Vendor of its obligations hereunder that is not cured within thirty (30) days from the date of receipt by Vendor of written notice of such breach from MaineDOT. If the breach or default, by its nature, cannot be cured within such thirty (30) day period, then Vendor shall have such additional time (not to exceed thirty (30) additional days) as may be necessary to cure the breach or default, provided Vendor has exercised reasonable commercial efforts and Content taken appropriate action to begin cure of the breach or default within the initial thirty (30) day cure period. iii. MaineDOT shall have the right to terminate the this Agreement and Order Form, immediately upon written notice to youVendor in the event (i) Vendor, or any director, officer or employee of Vendor assigned to this Project is convicted of a criminal offense directly related to information technology services; or (ii) State of Maine RFQ # 17D 190109-203 29 Rev. 3/19/2018 proceedings in bankruptcy are commenced against Vendor or if a receiver is appointed and such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of one hundred twenty (120) days. In Notwithstanding the foregoing, if a conviction of an employee assigned to this Project, officer or director, relates to individual and/or personal actions of such employee, officer or director and not the policy or directive of Vendor and, upon such conviction, Vendor shall terminate or otherwise remove such employee, officer or director and take such other steps to reasonably ensure the propriety of Vendor’ delivery of information technology services, then MaineDOT shall not have a right to terminate this Agreement pursuant to the foregoing clause (i) of this Section 14 (C). iv. Vendor shall have the right to terminate this Agreement in the event of a Default material breach or default by the Licensee, HSI retains all MaineDOT of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees obligations hereunder that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured is not cured within thirty (30) days after HSI receives from the date of receipt by MaineDOT of written notice specifying the nature of the breachsuch breach from Vendor. If the Content records reside on HSI’s Platform thenbreach or default, by its nature, cannot be cured within ninety such thirty (90) days of termination or expiration of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (9030) day period, HSI will then MaineDOT shall have no obligation such additional time (not to maintain anyexceed thirty (30) additional days) as may be necessary to cure the breach or default, provided MaineDOT has exercised reasonable commercial efforts and will have taken appropriate actions to begin cure of the right breach or default within the initial thirty (30) day cure period. v. Vendor shall cause the foregoing provisions to delete allbe inserted in any subcontract for any work covered by this Agreement so that such provisions shall be binding upon each subcontractor, training records related provided that the foregoing provisions shall not apply to the expired contracts or terminated Agreement and HSI will have no further obligation to make such data available to Yousubcontracts for standard commercial supplies or raw materials.

Default Termination. The following a. MaineDOT reserves the right to terminate this Agreement or any part hereof, for its sole convenience. Thirty (30) days advance written notice shall be considered events provided in the case of “Default” by You: • Failure to make timely payment of any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured within ten (10) days of written notice; • Failure to comply with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period a termination for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereofconvenience. In the event of an uncured Default or one which is deemed not curablesuch termination, HSI mayVendor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Vendor shall be paid for all work on a percentage completed basis, at its optionas mutually agreed upon by the parties, suspend your access up to the Platform date of termination under this Paragraph 14.A. b. MaineDOT shall have the right to terminate this Agreement in the event of a material breach or default by Vendor of its obligations hereunder that is not cured within thirty (30) days from the date of receipt by Vendor of written notice of such breach from MaineDOT. If the breach or default, by its nature, cannot be cured within such thirty (30) day period, then Vendor shall have such additional time (not to exceed thirty (30) additional days) as may be necessary to cure the breach or default, provided Vendor has exercised reasonable commercial efforts and Content taken appropriate action to begin cure of the breach or default within the initial thirty (30) day cure period. c. MaineDOT shall have the right to terminate the this Agreement and Order Form, immediately upon written notice to youVendor in the event (i) Vendor, or any director, officer or employee of Vendor assigned to this Project is convicted of a criminal offense directly related to information technology services; or (ii) proceedings in bankruptcy are commenced against Vendor or if a receiver is appointed and such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of one hundred twenty (120) days. In Notwithstanding the foregoing, if a conviction of an employee assigned to this Project, officer or director, relates to individual and/or personal actions of such employee, officer or director and not the policy or directive of Vendor and, upon such conviction, Vendor shall terminate or otherwise remove such employee, officer or director and take such other steps to reasonably ensure the propriety of Vendor’ delivery of information technology services, then MaineDOT shall not have a right to terminate this Agreement pursuant to the foregoing clause (i) of this Section 14 (C). d. Vendor shall have the right to terminate this Agreement in the event of a Default material breach or default by the Licensee, HSI retains all MaineDOT of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees obligations hereunder that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured is not cured within thirty (30) days after HSI receives from the date of receipt by MaineDOT of written notice specifying the nature of the breachsuch breach from Vendor. If the Content records reside on HSI’s Platform thenbreach or default, by its nature, cannot be cured within ninety such thirty (90) days of termination or expiration of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (9030) day period, HSI will then MaineDOT shall have no obligation such additional time (not to maintain anyexceed thirty (30) additional days) as may be necessary to cure the breach or default, provided MaineDOT has exercised reasonable commercial efforts and will have taken appropriate actions to begin cure of the right breach or default within the initial thirty (30) day cure period. e. Vendor shall cause the foregoing provisions to delete allbe inserted in any subcontract for any work covered by this Agreement so that such provisions shall be binding upon each subcontractor, training records related provided that the foregoing provisions shall not apply to the expired contracts or terminated Agreement and HSI will have no further obligation to make such data available to Yousubcontracts for standard commercial supplies or raw materials.

Default Termination. The (a) Any material failure by Manager, Tenant or Parent (a "Defaulting Party") to perform their respective duties or obligations hereunder (other than a default by Tenant or Parent under Section 4 of this Agreement), which material failure is not cured within thirty (30) calendar days after receipt of written notice of such failure from the non-defaulting party, shall constitute an Event of Default hereunder; provided, however, the foregoing shall not constitute an Event of Default hereunder in the event the Defaulting Party commences cure of such material failure within such thirty (30) day period and diligently prosecutes the cure of such material failure thereafter but in no event shall such extended cure period exceed ninety (90) days from the date of receipt by the non-defaulting party of written notice of such material default; provided further, however, that in the event such material failure constitutes a default under the terms of the Lease and the cure period for such matter under the Lease is shorter than the cure period specified herein, the cure period specified herein shall automatically shorten such that it shall match the cure period for such matter as specified under the Lease. In addition, following notice to Manager of the existence of any such material failure by Manager, Tenant and Parent shall each have the right to cure any such material failure by Manager, and any sums so expended in curing shall be considered events of “Default” owed by You: • Failure Manager to make timely payment of such curing party and may be offset against any amounts owing sums owed to Manager under this Agreement. (b) Any material failure by Tenant or Parent to perform their respective duties or obligations under Section 6 of this Agreement and/or the Order Form4, if which material failure is not cured within ten (10) calendar days after receipt of written notice; • Failure notice of such failure from Manager, shall constitute an Event of Default hereunder. (c) Tenant shall have the right to comply terminate this Agreement, with any of the use restrictions set forth in Section 2or without cause, if by giving not cured within ten less than thirty (1030) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon days' written notice to youManager pursuant to Section 15 hereof. In Manager shall have the event of a Default right to terminate this Agreement, with or without cause, by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. giving not less than ninety (90) days' written notice to Tenant pursuant to Section 15 hereof. (d) Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI (x) Manager shall promptly return to Tenant all monies, books, records and other materials held by Manager for or its Related Parties may suffer irreparable injury and, accordingly, HSI on behalf of Tenant and shall therefore otherwise cooperate with Tenant to promote and ensure a smooth transition to the new manager and (y) Manager shall be entitled to seek injunctive or other equitable reliefreceive its Management Fee and reimbursement of expenses through the effective date of such termination, without posting including the reimbursement of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of prepaid expenses for periods beyond the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying the nature of the breach. If the Content records reside on HSI’s Platform then, within ninety (90) days date of termination or expiration of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will have the right to delete all, training records related to the expired or terminated Agreement and HSI will have no further obligation to make such data available to Youas Yellow Pages advertising).

Default Termination. The following i. MaineDOT reserves the right to terminate this Agreement or any part hereof, for its sole convenience. Thirty (30) days advance written notice shall be considered events provided in the case of “Default” by You: • Failure to make timely payment of any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured within ten (10) days of written notice; • Failure to comply with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period a termination for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereofconvenience. In the event of an uncured Default or one which is deemed not curablesuch termination, HSI mayVendor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Vendor shall be paid for all work on a percentage completed basis, at its optionas mutually agreed upon by the parties, suspend your access up to the Platform date of termination under this Paragraph 14.A. State of Maine RFQ # 26 Rev. 7/15/2018 ii. MaineDOT shall have the right to terminate this Agreement in the event of a material breach or default by Vendor of its obligations hereunder that is not cured within thirty (30) days from the date of receipt by Vendor of written notice of such breach from MaineDOT. If the breach or default, by its nature, cannot be cured within such thirty (30) day period, then Vendor shall have such additional time (not to exceed thirty (30) additional days) as may be necessary to cure the breach or default, provided Vendor has exercised reasonable commercial efforts and Content taken appropriate action to begin cure of the breach or default within the initial thirty (30) day cure period. iii. MaineDOT shall have the right to terminate the this Agreement and Order Form, immediately upon written notice to youVendor in the event (i) Vendor, or any director, officer or employee of Vendor assigned to this Project is convicted of a criminal offense directly related to information technology services; or (ii) proceedings in bankruptcy are commenced against Vendor or if a receiver is appointed and such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of one hundred twenty (120) days. In Notwithstanding the foregoing, if a conviction of an employee assigned to this Project, officer or director, relates to individual and/or personal actions of such employee, officer or director and not the policy or directive of Vendor and, upon such conviction, Vendor shall terminate or otherwise remove such employee, officer or director and take such other steps to reasonably ensure the propriety of Vendor’ delivery of information technology services, then MaineDOT shall not have a right to terminate this Agreement pursuant to the foregoing clause (i) of this Section 14 (C). iv. Vendor shall have the right to terminate this Agreement in the event of a Default material breach or default by the Licensee, HSI retains all MaineDOT of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees obligations hereunder that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured is not cured within thirty (30) days after HSI receives from the date of receipt by MaineDOT of written notice specifying the nature of the breachsuch breach from Vendor. If the Content records reside on HSI’s Platform thenbreach or default, by its nature, cannot be cured within ninety such thirty (90) days of termination or expiration of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (9030) day period, HSI will then MaineDOT shall have no obligation such additional time (not to maintain anyexceed thirty (30) additional days) as may be necessary to cure the breach or default, provided MaineDOT has exercised reasonable commercial efforts and will have taken appropriate actions to begin cure of the right breach or default within the initial thirty (30) day cure period. v. Vendor shall cause the foregoing provisions to delete allbe inserted in any subcontract for any work covered by this Agreement so that such provisions shall be binding upon each subcontractor, training records related provided that the foregoing provisions shall not apply to the expired contracts or terminated Agreement and HSI will have no further obligation to make such data available to Yousubcontracts for standard commercial supplies or raw materials.

Default Termination. (a) The following shall apply in the case of a default by OptiCare hereunder: (i) OptiCare shall be considered events of “in default hereunder (an "Opticare Default” by You: • Failure ") if (x) it fails to make timely payment of any amounts owing under Section 6 of this Agreement and/or the Order Forma required Wise Shortfall Payment or Buying Group Shortfall Payment, if not cured within ten (10y) days of written notice; • Failure it fails to comply with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use of the Content, and (b) promptly, but in no case more than five (5) business days, delete any copies of the Content from its computers, servers, or other storage media. If requested by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing noticemake payments when due, as set forth in Section 47 hereof (other than in connection with a good faith dispute, in advance and then, only with respect to the disputed amount), and such failure continues uncured for more than five days; provided, that OptiCare may not avail itself of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate such cure period more than four times during any 12 month period; or (z) it otherwise violates this Agreement by giving in any material respect and such violation is not cured within 10 days following written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty thereof. (30ii) days after HSI receives written notice specifying the nature of the breach. If the Content records reside on HSI’s Platform then, within ninety (90) days of termination or expiration of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping and course content auditing purposes. After that ninety (90) day period, HSI will have no obligation to maintain any, and will Supplier shall have the right to delete allterminate this Agreement upon the occurrence of an OptiCare Default. (iii) Upon the occurrence of an OptiCare Default pursuant to clause (x) or (y) of Section 9(a)(i), training records related (i) finance charges shall be due on the unpaid balance, accruing at a rate of 1.5% per month, and (ii) in the event by reason of any such OptiCare Default Supplier has forfeited its rights to any discounts, rebates, co-op advertising funds or other allowances to be provided under Section 8, OptiCare shall forfeit them to the expired same extent. (iv) If Supplier terminates this Agreement by reason of an OptiCare Default, OptiCare shall be required to satisfy the following: (x) OptiCare shall pay Supplier all amounts then owing on account of purchases theretofore made when such amounts are due, (y) OptiCare shall, at Supplier's request, purchase all or terminated any portion of the private label inventory of products being maintained by Wise for OptiCare (not to exceed $40,000), all for the prices set forth above with payment therefor to be made within 15 days following delivery thereof, and (z) OptiCare shall pay promptly, and in any event within 30 days following such termination, to Supplier an amount equal to (i) $800,000 if such termination occurs as of the Effective Date, (ii) $650,000 if such termination occurs as of first anniversary of the Effective Date, (iii) $425,000 if such termination occurs as of second anniversary of the Effective Date, (iv) $200,000 if such termination occurs as of third anniversary of the Effective Date, and (v) $0 if such termination occurs as of fourth anniversary of the Effective Date, provided, that if such termination occurs other than on a date specified in clause (z), the amount shall be pro- rated for the number of days that have elapsed since the Effective Date, in the case of subclause (i) and the immediately preceding anniversary of the Effective Date, in the case of subclauses (ii) through (v). If the OptiCare Default occurs after a Wise Termination or a Buying Group Termination (as such terms are hereinafter defined), then the payment due pursuant to this Section 9(a)(iv) shall be reduced by 65%, in the case of a previous Wise Termination, or 35%, in the case of a previous Buying Group Termination, as the case may be. (b) The following shall apply in the case of a default by Supplier hereunder: (i) Supplier shall be in default hereunder (a "Supplier Default") if (x) it fails to satisfy the service requirements set forth in Section 5, and such failure continues uncured for more than five days; provided, that Supplier may not avail itself of such cure period more than four times during any 12 month period, or (y) it fails to make payments required in Sections 7(a) and 7(b) hereof and, by reason thereof, OptiCare is unable to purchase products hereunder, or (z) it otherwise violates this Agreement in any material respect and HSI will such violation is not cured within 10 days following written notice thereof. (ii) OptiCare shall have the right to terminate this Agreement upon the occurrence of a Supplier Default. (iii) If OptiCare terminates this Agreement by reason of a Supplier Default, (x) OptiCare shall remain obligated to pay Supplier all amounts then owing on account of purchases theretofore made, (y) OptiCare shall purchase all or any portion of the private label inventory of products being maintained by Wise for OptiCare (not to exceed $40,000), all for the prices set forth above with payment therefor to be made within 30 days following delivery thereof, and (z) OptiCare shall have no further obligations hereunder. (i) OptiCare may terminate this Agreement at any time upon 30 days prior written notice, either in whole (a "COMPLETE TERMINATION") or with respect to the obligation to satisfy the Contact Lens Requirement (a "WISE TERMINATION") or its obligation to satisfy the Purchase Requirement (a "BUYING GROUP TERMINATION"). (ii) In the event of a Complete Termination, OptiCare will be obligated upon such termination to satisfy the obligations applicable in the case of an OptiCare Default. (iii) In the event of a Wise Termination, OptiCare (x) will be obligated upon such termination to satisfy the obligations applicable in the case of an OptiCare Default; provided, that it shall only be responsible for 65% of any payment owed by it pursuant to Section 9(a)(iv)(z), and (y) will no longer be subject to the Contact Lenses Requirement. (iv) In the event of a Buying Group Termination, OptiCare (x) will be obligated upon such termination to make such data available the payments required by Sections 9(a)(iv)(x) (a) (iv)(z), provided, that it shall only be responsible for 35% of any payment owed by it pursuant to YouSection 9(a)(iv)(z), and (y) will no longer be subject to the Purchase Requirement.

Default Termination. The following shall be considered events of “Default” by You: • Failure to make timely payment of any amounts owing under Section 6 of this Agreement and/or the Order Form, if not cured within ten (10) days of written notice; • Failure to comply with any of the use restrictions set forth in Section 2, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within ten (10) days of written notice; provided however, that there shall be no cure period for any attempt to decompile or reverse engineer the Content or Platform or components thereof. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement for any reason, Licensee will (a) immediately cease use If the Tenant shall fail to obtain a beer and wine license from the City Alcoholic Beverage Control Board for the Premises as permitted by § 7.12.100.B of the ContentAnnapolis City Code within four (4) months of the Effective Date, and then the Tenant shall have the right to terminate this Lease with thirty (b30) promptlycalendar days prior Notice to the City, but provided such Notice is given no later than June 30, 2018. The Tenant shall surrender the Premises in no case more than accordance with Section 22 of this Lease. (i) If the Tenant shall fail to pay any installment of Rent within five (5) business daysdays after the date such installment is due unless otherwise agreed between City and Tenant on a case by case basis, delete or (ii) if the Tenant defaults in any copies of the Content from its computerscovenants or agreements herein contained, serversincluding, but not limited to, failing to substantially comply with the Business Summary, and not otherwise specifically provided for by this Section 17(a), which default shall not be cured within fifteen (15) business days after the City gives the Tenant Notice thereof, or other storage media. If requested (iii) if the Tenant shall be declared bankrupt or insolvent according to law, or shall make an assignment for the benefit of creditors, or if any petition shall be filed by HSI, Licensee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate against the Tenant under any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI the Federal Bankruptcy Act and shall therefore not be entitled to seek injunctive or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying the nature of the breach. If the Content records reside on HSI’s Platform then, vacated within ninety (90) calendar days thereafter, or (iv) if the Tenant vacates or abandons the Premises (items (i) through (iv) are each referred to as an “Event of termination Tenant Default”), then the City may lawfully, immediately or expiration at any time thereafter and without Notice or demand, and without liability for any damage that may be done to the property of the AgreementTenant, enter into and upon the Premises and repossess the same and declare this Lease and the tenancy hereby created terminated, and expel the Tenant and those claiming under the Tenant, and the City shall be entitled to the benefit of all provisions of the laws of Xxxx Arundel County and the Public General Laws of Maryland respecting the speedy recovery of lands and tenements held over by tenants or proceedings in forcible entry and detainer, and all without prejudice to any remedies which might otherwise be used by the City for arrears of Rent or for any breach of the Tenant’s covenants herein contained. The Tenant further agrees that notwithstanding such re-entry, the Licensee Tenant shall remain liable for any Rent or damages which may printbe due or sustained prior thereto, and the Tenant shall further be liable, at the option of the City, for sums of money as liquidated damages for the breach of any covenant and for all Rent due during the remainder of the Term or any then current Renewal Term. As an alternative, the City may collect in a lump sum the balance of Rent (including Additional Rent) which would be due during the remainder of the Term or any then current Renewal Term had the Tenant not defaulted hereunder, which lump sum shall be appropriately discounted to present value using then prevailing market rates of interest. If the City relets the Premises to another tenant after an Event of Tenant Default, any amounts (net of the costs of such reletting) received from such subsequent tenant during the Term or any applicable Renewal Term shall reduce Tenant’s damages due to the City hereunder. (c) No assent, expressed or implied, by the City to any breach by the Tenant of any of the clauses, stipulations or covenants of this Lease shall be deemed or taken to be a waiver of, or request that HSI printassent to, one final report any succeeding breach of the training records for record-keeping and course content auditing purposessame clause, or stipulation or covenant, or any preceding or succeeding breach of any clause, stipulation or covenants. After that ninety The Tenant hereby waives all rights of redemption to which the Tenant or any person under it may be entitled by any law now or hereafter in effect. (90d) day periodUpon the occurrence of an Event of Tenant Default, HSI will the City shall have no obligation to maintain any, and will have at all times the right to delete alldistrain for Rent and other charges due and shall have a first and valid lien upon all property of the Tenant, training records related whether or not exempt by law, for payment of the Rent and other charges herein reserved. (e) All remedies granted hereunder or permitted by law shall be cumulative, and unless inconsistent, may be exercised separately or concurrently or successively. (f) From and after the occurrence of any Event of Tenant Default, the Tenant shall pay to the expired City as Additional Rent, and the City shall be entitled to collect from the Tenant, all fees, costs and expenses (including but not limited to the fees and disbursements of the City’s attorneys) incurred by the City in connection with such Event of Tenant Default. (g) If the City materially defaults in any of the covenants or terminated Agreement agreements herein contained, which default shall not be cured within twenty (20) business days after Tenant gives the City Notice thereof (each referred to as an “Event of City Default”), then the Tenant may either (i) terminate this Lease with Notice to the City of such termination for cause, or (ii) receive a deduction, abatement, recoupment or set-off of Basic Rent through a Notice to the City, which Notice includes sufficient documentation evidencing damages that justify such a deduction, abatement, recoupment or set-off of Basic Rent. (h) THE CITY AND THE TENANT AGREE TO AND THEY HEREBY DO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF THE PARTIES HERETO AGAINST THE OTHERS ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF THE CITY AND TENANT, TENANT’S USE OR OCCUPANCY OF THE PREMISES AND/OR ANY CLAIM OR INJURY OR DAMAGE, AND ANY STATUTORY REMEDY. (i) The City and HSI will have the Tenant agree that this is a lease of property to be used exclusively for a business, commercial or mercantile purpose as distinguished from residence purposes as provided in Real Property Article, Section 8‑110 of the Annotated Code of Maryland and that this Lease and the Rent herein reserved are not subject to redemption. (j) Subject to all other requirements of this Lease, and regardless of how this Lease expires or terminates, including but not limited to, for either party’s default, failure to obtain a license as permitted by § 7.12.100.B of the Annapolis City Code, or pursuant to any court order or other settlement, in no further obligation event shall the Tenant be entitled to make such data available to Youdamages or other consideration in excess of the amount of Rent remaining for the then-current Term or Renewal Term.

Default Termination. The following (a) Either party shall be considered events in default under an applicable Site Lease if the party fails to perform any material duty or obligations under this Master Lease or such Site Lease, in respect of “Default” by You: • Failure a MATC Site or any Premises, and does not cure or remedy such failure to make timely payment perform within twenty (20) Business Days after receipt of any amounts owing under Section 6 of this Agreement and/or the Order Formwritten notice with respect thereto; provided, however, that if such failure to perform shall require a longer period to cure, then such cure period shall be extended for such time as is reasonably necessary to cure such failure to perform (not cured to exceed forty-five (45) Business Days), but only so long as such efforts to cure are commenced within ten (10) days Business Days after receipt of written notice; • Failure notice from the other party and thereafter proceed diligently and in good faith. In the event that prior to comply Completion a Build-to-Suit Site is terminated in accordance with any the terms of the use restrictions set forth Build-to-Suit Agreement, the associated Site Lease hereunder shall be deemed to have been terminated contemporaneously. In the event that the applicable Tower Site Permits are revoked or, with respect to a Build-to-Suit Site, the necessary Tower Site Permits are not obtained prior to Completion of a Build-to-Suit Site, and as a result thereof the applicable tower structure must be dismantled, the associated Site Lease shall be deemed to have been terminated contemporaneously. Notwithstanding the foregoing, in Section 2, if not cured no event shall the time within which a party may cure a failure in the payment of money exceed a single ten (10) days Business Day period following written notice of written noticesuch failure, without extension; provided provided, however, that there the defaulting party shall be no cure period for required to pay any “directly competitive purpose” activity; and • Failure to comply with any of the restrictions or obligations set forth in Section 3, if not cured within overdue money after such ten (10) days Business Day period has elapsed by check and if such check is accepted and deposited by the non-breaching party (so long as such check also clears), then such deposit of the check shall be deemed a waiver by the non-breaching party of such default. (b) Upon the occurrence of a default, the non-defaulting party may pursue any and all remedies available under applicable law and any one or more of the following remedies, separately or concurrently or in any combination, to the extent compatible under applicable law, without further notice or demand whatsoever: (i) Termination of the applicable Site Lease by giving the defaulting party written notice of such termination, in which event the applicable Site Lease shall be terminated at the time designated in the notice; provided and (ii) The recovery from the defaulting party of all damages, costs and expenses incurred by the non-defaulting party in enforcing and compensating its rights and remedies under this Master Lease and the applicable Site Lease, including reasonable attorneys' fees and expenses. (c) Notwithstanding the foregoing, if Lessee breaches any of its material obligations pursuant to ten (10) percent (10%) or more of the Site Leases then in effect in any particular Region during any consecutive six (6) month period during the Term, MATC Celular shall have the right to terminate this Master Lease and any other or all of the Site Leases executed under the terms of this Master Lease with respect to such Region; provided, however, that there if MATC Celular has previously exercised its right to accelerate the rental payments due for the Region affected hereunder pursuant to Section 5(e) above, MATC Celular shall be no cure period not have the right to terminate the relevant Site Leases which have been pre-paid. (d) The termination of an applicable Site Lease by reason of a party's default shall not relieve the defaulting party of any of its duties and obligations accrued under this Master Lease in respect of such Site Lease or any other Site Lease, prior to the effective date of such termination. (e) At the expiration or termination of an applicable Site Lease for any attempt reason, Lessee shall surrender to decompile MATC Celular the Premises, remove Lessee's Improvements and Equipment, and shall restore the Premises to substantially the same condition existing on the Commencement Date, except for ordinary wear and tear. If Lessee fails to remove Lessee's Improvements and Equipment as required, Lessee's Improvements and Equipment will, subject to thirty (30) days prior written notice, be subject to disconnection, removal and disposal by MATC Celular. In such event, Lessee will pay to MATC Celular upon written demand therefor, the disconnection, removal and storage expenses incurred by or reverse engineer the Content on behalf of MATC Celular. If Lessee's Improvements and Equipment are not claimed by Lessee within thirty (30) days following notice from MATC Celular to Lessee of its removal, MATC Celular is hereby authorized by Lessee to take any steps necessary, subject to any existing lien, security interest or Platform other encumbrance, to sell all or components thereofany portion of Lessee's Improvements and Equipment, and Lessee shall execute any documents necessary to effect such transfer. In the event of an uncured Default or one which is deemed not curable, HSI may, at its option, suspend your access to Lessee's Improvements and Equipment remain on the Platform and Content or terminate the Agreement and Order Form, immediately upon written notice to you. In the event of a Default by the Licensee, HSI retains all of its rights and remedies at law, including the collection of all license fees whether due and payable now or in the future. Upon Premises following termination or expiration of this Master Lease (even if it has been disconnected), Lessee shall pay to MATC Celular holdover rent equal to one hundred and twenty-five percent (125%) of the Agreement for then effective Base Rent, prorated from the date of termination to the date Lessee's Improvements and Equipment are removed from the Premises by Lessee. Notwithstanding anything to the contrary herein, the notice requirements outlined in this Section 10(e) shall not apply to the extent that they conflict with the provisions of the applicable Prime Lease pursuant to its termination or expiration. (f) In the event that MATC Celular commences construction of any reasonMATC Site prior to obtaining all required Tower Site Permits pursuant to Section 2.02 of the Build-to-Suit Agreement, Licensee will then (a) immediately cease use with respect to Build-to-Suit Sites, in MATC Celular's sole discretion and upon MATC Celular's written request received by Lessee prior to the expiration of the ContentInitial Term (as defined in the Master Lease) of the applicable Site Lease, (i) Lessee shall pay to MATC Celular all costs and expenses incurred by MATC Celular in connection with the acquisition, development and construction of such Build-to-Suit Site, including, if applicable, any cost associated with dismantling any tower structure, if all applicable Tower Site Permits have not been obtained, and (ii) MATC Celular and Lessee shall simultaneously execute any necessary and customary documents, agreements, assignments and/or other instruments by which title and rights to the Build-to-Suit Site (including, without limitation, the tower structure, real property or leasehold interest, and any tenant leases) are conveyed to Lessee; provided further, however, that if MATC Celular can redeploy and reuse the tower structure or any other materials at another site, then the costs and expenses for which Lessee shall be responsible under this sentence shall be reduced accordingly, and (b) promptlywith respect to MATC Existing Sites, but in MATC Celular's sole discretion and upon MATC Celular's written request received by Lessee prior to the expiration of the Initial Term (as defined in the Master Lease) of the applicable Site Lease, Lessee shall pay to MATC Celular all costs and expenses incurred by MATC Celular in connection with the development and construction of such MATC Existing Site to the extent that such costs were incurred directly in connection with the development and preparation of the MATC Existing Site for the installation of Lessee's Improvements and Equipment, including, if applicable, any cost incurred by MATC Celular associated with removing Lessee's Improvements and Equipment if all applicable Tower Site Permits have not been obtained, and MATC Celular and Lessee shall simultaneously execute a termination of the applicable Site Lease. (g) Upon no case more less than thirty (30) days prior written notice (unless a lesser period of time is otherwise required by law), either party hereto may terminate the applicable Site Lease without any further obligation by either party to the other if any law, ordinance, regulation or directive of any governmental or regulatory authority hereinafter enacted or ordered prohibits Lessee's or MATC Celular's use of the Premises so long as such governmental action is not the result of any action or inaction by the terminating party; provided, however, that any termination hereunder due to MATC Celular's election to construct the associated antenna structure prior to obtaining the necessary Tower Site Permits shall not be deemed an action or inaction on the part of MATC Celular (which would otherwise prohibit MATC Celular's right to terminate the affected Site Lease hereunder) so long as MATC Celular notified Lessee in the applicable Site Lease that all necessary Tower Site Permits have not been obtained for the associated MATC Existing Site or, in the event of a Build-to-Suit Site, such construction was pursuant to Section 2.02 of the BTS Agreement. (h) MATC Celular will provide Lessee with a copy of any notice of default received by MATC Celular under any Prime Lease in the event that MATC Celular does not intend to or can not cure any such default during the applicable cure period provided for in the Prime Lease or of any notice, complaint, order or decree that will (or could) adversely affect Lessee's ability to operate its wireless communications from the Site or will (or could) adversely affect any right or remedy of Lessee hereunder. Any failure by MATC Celular to deliver notice pursuant to this Section shall not be deemed a default under this Agreement so long as Lessee does not suffer any materially adverse consequence as a result thereof. (i) Notwithstanding anything to the contrary in this Agreement, in the event that MATC Celular fails to comply with the provisions of a Prime Lease, any governmental requirements, or its maintenance or repair obligations hereunder and Lessee's rights hereunder shall (or could) be materially and adversely affected by a failure to comply, Lessee (in addition to any other rights and remedies it may be entitled to hereunder) will be authorized, following no less than five (5) business daysBusiness Days prior written notice to MATC Celular (unless during such period MATC Celular diligently commences and pursues the cure of such failure), delete to pay any copies of the Content from its computersreasonable amount required to cure such failure or, serversif applicable, commence and prosecute any and all reasonable action or other storage mediaactions necessary to cure such failure as may be available to MATC Celular. If requested Following any such payment by HSILessee, Licensee Lessee will provide HSI with a written certification of its compliance with this provision. Licensee further acknowledges and agrees that if it violates or threatens to violate any of the provisions of this Agreement, HSI or its Related Parties may suffer irreparable injury and, accordingly, HSI shall therefore be entitled to seek injunctive withhold the full amount thereof from installments of rent or other equitable relief, without posting of bond, to prevent or curtail any violation or threatened violation of this Agreement. Licensee may terminate payments next owing under this Agreement by providing notice, as set forth in Section 4, in advance of the renewal of the Period of Agreement. Otherwise, Licensee may only terminate this Agreement by giving written notice to HSI of a material breach of a material term of this Agreement or Order Form by HSI which remains uncured thirty (30) days after HSI receives written notice specifying the nature of the breach. If the Content records reside on HSI’s Platform then, within ninety (90) days of termination or expiration of the Agreement, the Licensee may print, or request that HSI print, one final report of the training records for record-keeping until such amount and course content auditing purposes. After that ninety (90) day period, HSI will charge have no obligation to maintain any, and will have the right to delete all, training records related to the expired or terminated Agreement and HSI will have no further obligation to make such data available to Youbeen fully credited.