Common use of Default Clause in Contracts

Default. Upon the occurrence of any one or more of the following events ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure to pay when due any regularly scheduled payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or if Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgage.

Default. Upon (a) Purchaser may, by written notice of default to the occurrence of Seller, terminate this order or any one or more of part thereof if the following events ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: Seller fails (i) Tenant's failure to pay when due any regularly scheduled payment of Rentdeliver the articles in accordance with the specified delivery schedule, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due replace or correct defective articles in accordance with the provisions of paragraph (c) of the clause hereof entitled “Inspection” or (iii) to perform any of the other payment provisions of Rentthis order or so fails to make progress as to endanger performance of this order in accordance with its terms and, or any other sum in either of money payable hereunder the circumstances specified in (whether as additional Rent or otherwise) and iii), does not correct such failure is not cured within five the period of ten (510) days after receipt of Notice thereof notice from Landlord;Purchaser specifying such failure. (iiib) Tenant's failure to perform any other of the termsUpon such termination, covenants or conditions contained Purchaser may procure similar articles on such terms and in this Lease if not remedied within thirty (30) days after receipt of Notice thereofsuch manner as Purchaser may deem appropriate, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as and Seller shall be necessary liable to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, Purchaser for any excess costs occasioned Purchaser thereby; provided, however, in no event that Seller shall not be liable for such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant excess costs where the default is due to any statute a petition cause beyond the control and without the fault or negligence of Seller, if Seller has notified Purchaser in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any writing of the foregoing are filed against Tenant or its Parent, shall not have been set aside existence of such cause within ninety (90) 10 days from the date beginning thereof. (c) If this order is terminated for default, Purchaser may require Seller to transfer title to Purchaser or Purchaser’s customer, as directed by Xxxxxxxxx any: (i) completed articles, and (ii) partially completed articles that Seller has specifically produced or acquired for the terminated portion of such petition this order. Upon direction of Purchaser, the Seller shall also protect and preserve property in its possession in which Purchaser or appointmentPurchaser’s customer has an interest. (d) If, after termination, it is determined that the Seller was not in default, or if Tenant or its Parent makes an assignment for that the benefit of creditors or shall admit in writing its inability to pay its debts generally default was excusable, as they become due, or if Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant defined in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation clause hereof entitled “Excusable Delays,” the rights and obligations of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith parties shall be the same as if the termination had been issued in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding clause hereof entitled “Termination for Convenience.” (e) If the foregoingfailure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both the Seller and Seller’s subcontractor, and without the fault or negligence of either, the Seller shall not be liable for any applicable Facility Mortgage provides excess costs for a shorter cure or grace periodfailure to perform, or does not require notice to be given to trigger an event of default thereunder unless the subcontracted articles were obtainable from other sources in sufficient time for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then Seller to meet the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagerequired delivery schedule.

Default. Upon the The occurrence of any one or more of the following events matters constituted a default ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in ) by Tenant under this Lease, at law or in equity. Events of Default shall be: (ia) Tenant's failure Failure by Tenant to pay when due any regularly scheduled payment of Rent, Rent or any other sum of money amounts due and payable hereunder (whether as additional Rent or otherwise) by Tenant under this Lease and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within continues for five (5) days after receipt the giving of Notice written notice of such failure by Landlord to Tenant provided Landlord shall not be obligated to give more than two (2) notices in any calendar year, and Tenant shall for all subsequent failures to pay be in default immediately without the requirement of Landlord to give notice of such failure to Tenant; (b) Failure by Tenant to observe or perform any of the covenants in this Lease in respect to assignment and subletting; (c) Abandonment of the Premises as prohibited in Article 18; (d) Failure by Tenant to cure forthwith, after notice thereof from Landlord or another tenant acquiring knowledge thereof, any hazardous condition that Tenant has created in violation of law or of this Lease; (e) Failure by Tenant to observe or perform any other covenant, agreement, condition or provision of this Lease, if such failure shall continue for twenty (20) days after written notice thereof to Tenant by Landlord; (iiif) Tenant's failure to perform any other The levy upon execution of the termsattachment by legal process of the leasehold interest of Tenant, covenants or conditions contained the filing or creation of a lien in this Lease if not remedied within thirty (30) days after receipt respect of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereofleasehold interest; (ivg) if Tenant or its Parent any guarantor of this Lease becomes insolvent or bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors or shall admit admits in writing its inability to pay its debts generally as they become duemature, makes an assignment for the benefit of creditors, or if applies for or consents to the appointment of a trustee or receiver for itself or for all or a part of its property; (h) Proceedings for the appointment of a trustee, custodian or receiver of Tenant or any guarantor of this Lease or for all or a part of Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure such guarantor's property are filed against Tenant or such guarantor and such seizure or attachment is are not discharged dismissed within ninety thirty (9030) days; (vi) if Tenant's fails to provide insurance coverage (Proceedings in bankruptcy, or allows such coverage to be canceled other proceedings for relief under any law for the relief of debtors, are instituted by or lapse) pursuant to its obligation hereunder; (vi) if against Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms guarantor of this Lease, unless and, if instituted against Tenant is contesting or such lien guarantor, are allowed against either or attachment in good faith in accordance with Paragraph 26 hereofare consented to by either or are not dismissed within sixty (60) days thereof; (viiij) if there has been a final unappealable determination by any Government Agency Tenant shall repeatedly default in the timely payment of the revocation Rent or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is charges required to cease its operation be paid, or shall repeatedly default in keeping, observing or performing any other covenant, agreement, condition or provision of this Lease, whether or not Tenant shall timely cure any such payment or other default. For the Facility in accordance Purposes of this subsection, the occurrence of similar defaults three (3) times during any twelve (12) month period shall constitute a repeated default. Any notice periods provided for under this Article 21.01 shall run concurrently with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000)statutory notice periods, and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been any notice given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to hereunder may be given to trigger an event of default thereunder for the same obligation as described above and provided simultaneously with or incorporated into any such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagestatutory notice.

Default. Upon the occurrence of any one or more Each and every of the following events ("Event will constitute default of Default"), Landlord shall have the right to exercise any rights or remedies available this agreement and result in this Lease, at law or in equity. Events of Default shall beits automatic termination: (i) Tenant's failure a. Failure to pay rent when due any regularly scheduled payment of Rentdue, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such the failure is not cured within five (5) days (or after written notice of such earlier period as set forth in this Paragraph 21(a));failure has been given to Lessee by the Board; or (ii) Tenant's failure b. Failure to pay when due perform any other payment terms or conditions of Rentthis Lease which are the responsibility of Lessee, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and if such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's written notice by the Board. If the failure is caused by events beyond the Lessee’s reasonable control, the Lessee shall so inform the Board and shall use due diligence to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy cure the default as soon as feasible and shall not thereafter diligently complete such act be considered in default; or c. Vacating or acts within a reasonable time, provided, however, abandoning the Premises in no event shall such cure period extend beyond one hundred eighty excess of five (1805) days after Notice thereof; (iv) if Tenant without previously notifying the Board in writing; except that a temporary closing for remodeling or its Parent becomes bankrupt or insolventrepairs, or files any debtor proceedingsfor a holiday shall not be deemed vacation or abandonment; or d. Adjudgement as a bankrupt, or files pursuant to any statute a decree or order, approving as properly filed, a petition in bankruptcy or insolvency answer asking reorganization of the Lessee under Federal Bankruptcy Laws as now or for reorganizationhereafter amended, or files a petition for under the appointment laws of a receiver or trustee for all or substantially all the State of its assetsWisconsin, shall be entered, and any such petition decree, judgment or appointment or if any of the foregoing are filed against Tenant or its Parent, order shall not have been vacated, stayed or set aside within ninety fifteen (9015) days from the date of such the entry or granting thereof; or e. Filing or admitting the jurisdiction of the court and the material allegations contained in, any petition or appointmentin bankruptcy, or if Tenant any petition pursuant or purporting to be pursuant to the Federal Bankruptcy Laws as now or hereafter amended, or the Lessee shall institute any proceedings or shall give its Parent makes an assignment consent to the institution of any proceedings for any relief of Lessee under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition of evidence; or f. Assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, application for or if Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior consent to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsedappointment of a receiver for Xxxxxx; or (xi) if any Person acquires more than 9.8% g. An assignment, transfer, conveyance or other disposition of its interest in the Premises without the express written consent of the outstanding ownership interests Board; or h. Violation of Article 11, Environmental Pollutants. Additionally, after having obtained permission from a court of competent jurisdiction, the Board may re-enter the Leased Premises, remove all persons and property there from, and store such property in Tenant, which would, in Landlord's a public warehouse at the sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions cost of the Code. Notwithstanding the foregoingLessee, if without becoming liable for any applicable Facility Mortgage provides loss or damage, except for a shorter cure loss of damage resulting from willful or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms negligent acts of the Facility MortgageBoard, its employees or agents, and such re-entry will not release the Lessee from liability hereunder.

Default. Upon the The occurrence of any one or more of the following events (herein called "Event Events of Default"), Landlord ) shall have constitute a default hereunder and under the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall beNote: (i) Tenant's failure to pay when due any regularly scheduled 8.1 The Borrower defaults in the payment of Rentany principal or interest payable under this Agreement, the Note or any of the other sum of money payable hereunder (whether as additional Rent or otherwise) Loan Documents and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within default continues for more than five (5) days after receipt of Notice thereof from Landlordthe due date thereof; (iii) Tenant's failure to perform 8.2 The Borrower defaults in the payment or performance of any other covenant or obligation of the terms, covenants Borrower hereunder or conditions contained in this Lease if not remedied within thirty under the Note or any other Loan Documents for more than ten (3010) days after receipt the Lender has given notice of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereofBorrower; (iv) if Tenant 8.3 Any representation or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant warranty made herein by the Borrower shall prove to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date false or misleading in any material respect; 8.4 The making of such petition or appointment, or if Tenant or its Parent makes an assignment by Borrower for the benefit of its creditors or shall admit the admission by Borrower in writing of its inability to pay its debts generally as they become due, or if Tenant's interest the insolvency of Borrower, or the filing by Borrower of a voluntary petition in this Lease is attachedbankruptcy, seized or made subject the adjudication of Borrower as a bankrupt, or the filing by Borrower of any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future statute, law or regulation, or the filing of any answer by Borrower admitting, or the failure by Borrower to deny, the material allegations of a petition filed against it for any other judicial seizure and such seizure relief, or attachment is not discharged within ninety (90) daysthe seeking or consenting by Borrower to, or acquiescence by Borrower in, the appointment of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower, or the inability of Borrower to pay its debts when due, or the commission by Borrower of any act of bankruptcy as defined in the Federal Bankruptcy Act, as amended; 8.5 The failure by Borrower, within sixty (v60) if Tenant's fails days after the commencement of any proceeding against Borrower seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, to provide insurance coverage (or allows obtain the dismissal of such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, proceeding or, in within sixty (60) days after the appointment, without the written consent or acquiescence of Lender, of any mannertrustee, permits the sale receiver or divestiture liquidator of substantially Borrower or of all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material substantial part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms properties of this LeaseBorrower, unless Tenant is contesting to vacate such lien or attachment in good faith in accordance with Paragraph 26 hereof;appointment; or (viii) if there has been a final unappealable determination 8.6 The default by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval Borrower under any other circumstances under which Tenant notes or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss other agreement for borrowed money, lease or limitation other agreement between Borrower and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility MortgageLender.

Default. Upon the occurrence of any one or more of the following events ("Event of Default"), Landlord A. The Concessionaire shall have the right to exercise any rights or remedies available be in this Lease, at law or in equity. Events of Default shall bedefault if it: (i) Tenant's failure 1. Shall fail to pay when due any regularly scheduled payment installment of Rent, or any other sum of money payable hereunder rent within ten (whether as additional Rent or otherwise) and such failure is not cured within five (510) days (or after it becomes payable and if such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within default shall continue for five (5) days after receipt of Notice thereof receiving written notice from Landlordthe Department demanding payment; (iii) Tenant's failure 2. Shall fail to maintain in full force and effect any insurance or bond required by the terms of this Lease or Ohio law; 3. Shall fail to maintain adequate standards in providing service required by this Lease, or in any manner shall fail to provide adequate service to the public; 4. Shall fail to observe and perform any other provision, covenant or condition of the terms, covenants or conditions contained in this Lease if not remedied within thirty by the end of fifteen (3015) days after receipt of Notice thereof, or, if written notice from the Department specifying such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereoffailure; (iv) if Tenant 5. Shall abandon or its Parent becomes bankrupt vacate the Properties or insolvent, any part thereof during the term of this Lease; 6. Shall voluntarily or files any debtor involuntarily be subject to bankruptcy proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes ; 7. Xxxxx make an assignment for the benefit of creditors or shall admit in writing enter into a composition agreement with its inability to pay its debts generally as they become duecreditors, or if Tenant's the interest of the Concessionaire in this Lease the Properties is attached, levied upon, or seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) daysby legal process; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding 8. Xxxxx assign this Lease in violation of the terms hereof; 9. Shall under-report revenue on monthly income statements, or any other financial reports, or shall misrepresent the source of revenue in such reports furnished to the Department; 10. Shall fail to remain authorized to do business of the type and nature required in this Lease in the State of Ohio; and/or 11. Its principal(s) or officers(s), if the Concessionaire is a corporation, or its partners(s) if the Concessionaire is a partnership, are convicted of any theft offense; then, and in any of such cases, immediately or at any time thereafter, at the option of the Director, the Department shall have the right to immediately reenter and take possession of the Properties, and, as the Director elects, either: i. Declare this Lease to be terminated, in which event this Lease, all rights of the Concessionaire, and all duties of the Department shall immediately cease and terminate and the Department may possess and enjoy the Properties as though this Lease had never been made, without prejudice, however, to any and all rights of action against the Concessionaire the Department may have for rent, damages, or breach of covenant, in respect to which the Concessionaire shall remain and continue to be liable notwithstanding such termination; or ii. Relet the Properties, or any part thereof, for such term or terms and on such conditions as the Department determines for and on behalf of the Concessionaire, for the highest rental reasonably obtainable in the judgement of the Director, which reletting shall not be considered as a surrender or acceptance back of the Properties or a termination of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by and recover from the Concessionaire any Government Agency deficiency between the amount of the revocation or limitation of any licenserent, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof additional rent and all applicable notices other charges payable under this Lease, plus any expenses incurred by the Department in connection with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace periodrepairs, or does not require notice alterations the Director deems necessary or appropriate to be given to trigger an event of default thereunder make in connection with such reletting, all costs incurred in actually reletting the Properties and sums expended for reasonable attorney's fees; but the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder Director shall be made and performed within such time periods so as under no duty to comply with relet the terms of the Facility MortgageProperties.

Default. Upon Lessor's Right to Repossess, Operate, or Relet. If the occurrence of rental reserved by this Lease or any one or more of the following events ("Event of Default"), Landlord shall have the right other charges to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure to pay when due any regularly scheduled payment of Rentbe paid hereunder by Lessee, or any part thereof, are not paid when due and shall remain unpaid for a period of fifteen (15) days after notice thereof in writing, or if the Lessee shall fail to promptly perform any other sum of money payable covenant, condition, or provision by it to be performed hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier shall continue for a period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of notice in writing specifying the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date nature of such petition or appointmentfailure, or if Tenant or its Parent makes an assignment for Lessee abandons the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become duedemised premises, or if Tenant's interest in Lessee breaches any obligation under this Lease is attached, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage by it to be canceled or lapse) pursuant performed which cannot be cured, then, and in any such event, Lessee shall be deemed to be in default and Lessor, without further notice may at its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolvedoption re-enter and take possession of the demised premises, including all improvements thereon and fixtures and equipment located at, in, or begins proceedings toward about the same, and take, operate, or relet the same in whole or in part for the account of Lessee at such liquidation rental and on such agreement and conditions and to such tenant or dissolution, or, tenants as Lessor in any manner, permits good faith may deem proper for a term not exceeding the sale unexpired period of the full term of this Lease. Lessor shall receive all proceeds and rent accruing from such operation or divestiture reletting of substantially the demised premises or fixtures and equipment and shall apply the same first to the payment of all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant costs and expenses incurred by Lessor in obtaining possession and in the Leased Property operation or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation reletting of the terms demised premises or fixtures and equipment, including reasonable attorney fees, commissions, and collection fees, and any alterations or repairs reasonably necessary to enable Lessor to operate or relet the premises or fixtures and equipment and to the payment of all such amounts as may be due or become payable under the provisions of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) and the balance remaining, if there has been a final unappealable determination by any Government Agency any, at the expiration of the revocation full term of this Lease or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation sooner termination thereof by written notice of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails termination given by Lessor to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder Lessee shall be made and performed within such time periods so as paid over to comply with the terms of the Facility MortgageLessee.

Default. Upon the occurrence of Provider shall be in default under this Agreement if any one or more of the following events ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: occur: (i) Tenant's failure to pay when due Provider or any regularly scheduled payment of Rentits officers, employees, or agents fail to perform or fulfill any other sum of money payable hereunder (whether as additional Rent term, covenant, or otherwise) condition contained in this Agreement and Provider fails to cure such failure is not cured default within five (5) calendar days (or after Provider has been notified in writing of such earlier period as set forth in this Paragraph 21(a)); default; (ii) Tenant's failure to pay when due any other payment Provider makes a general assignment for the benefit of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; creditors; (iii) Tenant's the filing by or against Provider of any petitions in bankruptcy either voluntary or involuntary, (iv) any transfer, assignment, or the passing of any benefits, rights, or obligations of this Agreement to creditors, assignees, or transferees of Provider without the prior written approval of SMG, which may be withheld in its sole and absolute discretion; (v) the abandonment or discontinuance by Provider, without written consent of SMG, of any or all of the Services permitted or required herein; or (vi) if Provider was a certified CBE or SBE with Broward County on the Effective Date of this Agreement, a failure to maintain such certification through the Term. SMG shall be in default under this Agreement if SMG fails to perform or fulfill any other of the termsterm, covenants covenant, or conditions condition contained in this Lease if not remedied Agreement and SMG fails to cure such default within thirty (30) business days after receipt SMG has been served with written notice of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within SMG makes a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an general assignment for the benefit of creditors or creditors. SMG shall admit not be deemed to be in writing its inability default under this Agreement if SMG fails to pay its debts generally as they become due, or if Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except fees due hereunder as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust Provider’s default under the applicable provisions of the Codethis Agreement. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder Nothing herein shall be made construed as excusing either Party from diligently commencing and performed completing a cure within such a lesser time periods so as to comply with the terms of the Facility Mortgageif reasonably possible.

Default. Upon a. In the occurrence event that the UAO breaches any provision of this Agreement, then in addition to any other remedies which are otherwise provided for in this Agreement, the FDOT may exercise one or more of the following events ("Event options, provided that at no time shall the FDOT be entitled to receive double recovery of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall bedamages: (i1) Tenant's Terminate this Agreement if the breach is material and has not been cured within sixty (60) days from written notice thereof from FDOT. (2) Pursue a claim for damages suffered by the FDOT. (3) If the Utility Work is reimbursable under this Agreement, withhold reimbursement payments until the breach is cured. The right to withhold shall be limited to actual claim payments made by FDOT to third parties. (4) If the Utility Work is reimbursable under this Agreement, offset any damages suffered by the FDOT or the public against payments due under this Agreement for the same Project. The right to offset shall be limited to actual claim payments made by FDOT to third parties. (5) Suspend the issuance of further permits to the UAO for the placement of Facilities on FDOT property if the breach is material and has not been cured within sixty (60) days from written notice thereof from FDOT. (6) Pursue any other remedies legally available. (7) Perform any work with its own forces or through contractors and seek repayment for the cost thereof under Section 337.403(3), Florida Statutes. b. In the event that the FDOT breaches any provision of this Agreement, then in addition to any other remedies which are otherwise provided for in the Agreement, the UAO may exercise one or more of the following options: (1) Terminate this Agreement if the breach is material and has not been cured within sixty (60) days from written notice thereof from the UAO. (2) If the breach is a failure to pay when due an invoice for Utility Work which is reimbursable under this Agreement, pursue any regularly scheduled payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's statutory remedies that the UAO may have for failure to pay when due invoices. (3) Pursue any other payment remedies legally available. c. Termination of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and Agreement shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files relieve either party from any debtor proceedings, or files obligations it has pursuant to other agreements between the parties nor from any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not statutory obligations that either party may have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or if Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior regard to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagesubject matter hereof.

Default. Upon (a) Participant has specifically induced FINRA to enter into this Agreement based on the occurrence representations and undertakings of any Participant contained herein. Strict compliance with the provisions of this Agreement is and shall be a condition precedent to Participant’s right hereunder to continue to access, receive or use the Service. Participant expressly acknowledges and agrees that FINRA shall have the rights set forth in this Section 10 if FINRA shall determine, in its sole discretion, that one or more of the following events ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law conditions occurs or in equity. Events of Default shall beis continuing: (i) Tenant's failure Participant fails to pay when any amounts due any regularly scheduled payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in FINRA under this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied Agreement within thirty (30) days after receipt the applicable due date for such amounts specified in this Agreement; (ii) Any representation, warranty or certification, which is material to FINRA for regulatory, commercial or other reasons, made by Participant in this Agreement or in any other document furnished by Participant in connection herewith was false or misleading, as of Notice thereofthe time made or furnished; (iii) Participant defaults in the performance of any of its obligations or covenants under this Agreement, oror any representation, warranty or certification described in clause (ii) above becomes false or misleading, and such default, falsity or misstatement (if such default cannot reasonably be remedied within such period, Tenant does not within thirty curable) continues without remedy for a period of fifteen (3015) days after FINRA provides Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable timeParticipant thereof, provided, however, that if such default, falsity or misstatement cannot be remedied by Participant in no event shall such cure period extend beyond one hundred eighty good faith and with due diligence within fifteen (18015) days after Notice thereofand the failure to so remedy within fifteen (15) days does not cause FINRA to be in violation of applicable law or regulations or to otherwise materially injure FINRA, then an event or condition of default under this clause will not be considered to exist or have occurred for so long as Participant commences such actions as are necessary to remedy such default, falsity or misstatement within such fifteen (15) day period and thereafter diligently pursues such actions to remedy such default, falsity or misstatement; (iv) if Tenant Participant proceeds with a proposed action in default of its obligations or its Parent becomes bankrupt or insolventcovenants under this Agreement, or files in breach of any debtor proceedingsrepresentation, warranty or files pursuant certification, that is material to any statute FINRA for regulatory, commercial or other reasons, made by Participant in connection herewith, after FINRA has provided Notice to Participant that such proposed action would constitute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or if Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation default hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgage.

Default. Upon The Obligations shall become immediately due and payable in full at the option of Agent upon the occurrence of any one or more of the following events ("an “Event of Default"”): (a) the occurrence of an Event of Default, as defined in the Credit Agreement; (b) Borrower shall fail to pay any Imposition on or before the date such Imposition may be paid without any penalty, interest or other premium; (c) Borrower shall fail to pay timely any premiums for insurance required under Section 7 or Borrower shall fail to reimburse Agent on demand for premiums paid by it on the insurance required under Section 7; (d) Borrower shall directly or indirectly create, suffer or permit to be created or to stand against the Property or against the rents, issues and profits therefrom, any lien, security interest, charge, mortgage, deed of trust or other encumbrance not expressly permitted herein or in the Credit Agreement without in each instance obtaining Agent’s prior written consent thereto; (e) Borrower’s default in the observance or performance of any other covenant of Borrower hereunder (other than a covenant the performance or observance of which is specifically referred to elsewhere in this Section 15), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure to pay when due any regularly scheduled payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure which default is not cured within five 30 days after Agent gives Borrower notice thereof; (5f) days (Borrower shall sell, convey, alienate, assign or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rentotherwise transfer the Property, or any other sum of money payable hereunder (whether as additional Rent part thereof or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or if Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, ortherein, in any manner, permits whether voluntary, involuntary, by operation of law or otherwise, or Borrower shall enter into any agreement, written or oral, to so sell, convey, alienate, assign or otherwise transfer the sale Property, or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate any part thereof or interest of Tenant in the Leased Property therein; (g) there shall occur a default or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder under any other deed of trust, mortgage or like real property security instrument which encumbers the Property, or under any document evidencing any obligation secured thereby, or any foreclosure or similar proceeding shall commence with respect to the Property; (h) Borrower shall deliver to Agent any notice terminating or purporting to terminate, or Borrower shall take any other action to terminate or purporting to terminate, the operation of this Mortgage as security for any future advances or future obligations; or (i) the same obligation as described above and provided such obligation is a concurrent obligation filing of Tenant hereunderany action to condemn, then the provisions for notice (acquire by eminent domain or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms otherwise take any part of the Facility MortgagePremises or Building which, in Agent’s determination, materially and adversely affects the use or intended use of the Property as a whole or otherwise materially and adversely affects Borrower’s business prospects.

Default. Upon the occurrence of any one or more (a) Each of the following events ("shall be an “Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be” hereunder: (i) Tenant's failure to pay when due the Company files any regularly scheduled payment of Rentpetition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rentlaw for the relief of, or any other sum of money payable hereunder (whether as additional Rent relating to, debtors, now or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained hereafter in this Lease if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolventeffect, or files makes any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors or shall admit takes any corporate action in writing its inability to pay its debts generally as they become due, or if Tenant's interest in this Lease is attached, seized or made subject to furtherance of any other judicial seizure and such seizure or attachment is not discharged within ninety (90) daysof the foregoing; (vii) if Tenant's fails to provide insurance coverage an involuntary petition is filed against the Company under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or allows such coverage other similar official) is appointed to be canceled take possession, custody or lapse) pursuant to its obligation hereundercontrol of any property of the Company; (viiii) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of Company executes an assignment with respect to substantially all of its assets; (viiiv) if a Change failure of Control occurs or the estate or interest of Tenant Company to pay when due any amount owed to the Holder; and (v) the Company breaches any obligation under this Note in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation respect and fails to cure such breach within fifteen (15) days of the terms Company receiving notice of such breach from Holder. (b) Upon the occurrence of any Event of Default hereunder, (i) until such amounts are paid in full, any amounts owing hereunder shall bear interest at a rate equal to twelve percent (12%) per annum, and such rate shall increase by one percent (1.0%) every ninety (90) days until such amounts are paid in full, (ii) all unpaid principal, accrued interest and other amounts owing under this LeaseNote shall automatically and immediately become due, unless Tenant is contesting such lien payable and collectible by Holder pursuant to applicable law, (iii) any amounts that would be distributed or attachment in good faith otherwise paid to the Company under the Second Amended and Restated Operating Agreement of Raft River Energy I LLC, dated as of the date hereof, shall be paid by Raft River Energy I LLC directly to the Holder in accordance with Paragraph 26 hereof; Section 14.12 thereunder, and (viiiiv) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under Holder may pursue any other circumstances under which Tenant rights or is required to cease its operation of the Facility remedies it may have at law or in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgageequity.

Default. Upon the occurrence of any one or more of the following events ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (ia) Tenant's failure If Licensee fails to pay when due any regularly scheduled payment amounts (including, without limitation, any installment of Rent, any Annual License Fee or Deposit) to be paid by Licensee pursuant to the Agreement or otherwise breaches or defaults in the performance or observation of any of its obligations under the Agreement or any other sum agreement between Club and Licensee, or becomes subject to any Insolvency Event, Club may, at its option, (i) terminate Licensee’s rights under the Agreement (x) immediately upon written notice to Licensee, if the failure or default is not capable of money payable hereunder being cured, or (whether as additional Rent or otherwisey) and 5 days after giving notice to Licensee, if such failure or default is not capable of being cured and Licensee fails to cure such failure or default within five (such 5) days (or such earlier period as set forth in this Paragraph 21(a)); -day period; and/or (ii) Tenant's failure withhold distribution of tickets and passes to pay when due any other payment of Rent, or any other sum of money payable hereunder Licensee for events (whether as additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereof, or, if tickets and passes for events have already been distributed to Licensee, deny Licensee and Licensee’s guests access to the Suite, the Stadium and parking lots) and sell those tickets and passes to other persons or entities (without refund or obligation to Licensee) until such breach or default cannot reasonably be remedied within is cured, at which time Licensee’s right to purchase or receive such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as tickets and passes shall be necessary restored to remedy the default extent such tickets and shall passes have not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if otherwise been sold. “Insolvency Event” means any of the foregoing are filed against Tenant following: (1) Licensee commences a voluntary case concerning itself under any bankruptcy, insolvency or its Parent, shall not have been set aside within ninety (90) days from the date of such petition liquidation code or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors or shall admit in writing otherwise admits its inability to pay its debts generally as they become and when due, or if Tenant's interest in this Lease (2) an involuntary case is attached, seized or made subject to any other judicial seizure commenced against Licensee and such seizure or attachment the petition is not discharged controverted within ninety (90) 10 business days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation is not dismissed within 60 days, after commencement of the case, (3) a custodian is appointed for, or dissolutiontakes charge of, or, in any manner, permits the sale all or divestiture of substantially all of its assets; the property of Licensee, (vii4) if Licensee is adjudicated insolvent or bankrupt, or (5) Licensee makes a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required general assignment for the lawful operation benefit of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagecreditors.

Default. Upon the occurrence of If any one or more of the following events ("Event Events of Default"), Landlord ) shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall beoccur: (ia) Tenant's failure to pay when due Any representation or warranty made by the Borrower herein or in any regularly scheduled payment of Rentother Loan Document, or in any other sum of money payable certificate or report furnished by the Borrower hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth thereunder, shall prove to have been incorrect in this Paragraph 21(a))any material respect when made; (iib) Tenant's failure to pay when Payment of any principal or interest due under any other payment of Rent, Note shall not be made on or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlordbefore the date due; (iiic) Tenant's failure A final judgment or settlement for in excess of $2,000,000 shall be rendered against or agreed to perform by the Borrower or any other of its Subsidiaries for the payment of money that, after deducting the amount of any insurance proceeds paid or payable to or on behalf of the termsBorrower or its Subsidiary in connection with such judgment or settlement, covenants or conditions contained as the case may be, is in this Lease if not remedied within excess of $2,000,000, and such judgment shall remain undischarged for a period of thirty (30) days, during which period execution shall not effectively be stayed, or such settlement shall remain unpaid for a period of thirty days after receipt the agreed payment date unless such delay has been agreed to by the other party. If a dispute exists with respect to the liability of Notice thereofany insurance underwriter under any insurance policy of the Borrower or its Subsidiary, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as no deduction under this subsection shall be necessary to remedy made for the default and shall not thereafter diligently complete insurance proceeds that are the subject of such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereofdispute; (ivd) if Tenant The Borrower or its Parent becomes bankrupt any Subsidiary shall (1) voluntarily terminate operations or insolventapply for or consent to the appointment of, or files any debtor proceedingsthe taking of possession by, a receiver, custodian, trustee or liquidator of such Person or of all or a substantial part of the assets of such Person, (2) admit in writing its inability, or files pursuant be generally unable, to any statute pay its debts as the debts become due, (3) make a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an general assignment for the benefit of creditors its creditors, (4) commence a voluntary case under the Federal Bankruptcy Code (as now or shall admit hereafter in effect), (5) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, (6) fail to controvert in a timely and appropriate manner, or acquiesce in writing its inability to pay its debts generally as they become dueto, any petition filed against it in an involuntary case under the Federal Bankruptcy Code or if Tenant's interest in this Lease is attached, seized applicable state bankruptcy laws or made subject to (7) take any other judicial seizure and such seizure or attachment is not discharged within ninety (90) dayscorporate action for the purpose of effecting any of the foregoing; (ve) Without its application, approval or consent, a proceeding shall be commenced, in any court of competent jurisdiction, seeking in respect of the Borrower or any Subsidiary: the liquidation, reorganization, dissolution, winding-up, or composition or readjustment of debt, the appointment of a trustee, receiver, liquidator or the like of such Person or of all or any substantial part of the assets of such Person, or other like relief in respect of such Person under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts; and, if Tenant's fails the proceeding is being contested in good faith by such Person, the same shall continue undismissed, or unstayed and in effect for any period of 45 (f) Any foreclosure or other proceedings shall be commenced to provide insurance coverage (enforce, execute or allows such coverage to be canceled realize upon any lien, encumbrance, attachment, trustee process, mortgage or lapse) pursuant to its obligation hereundersecurity interest for payment of an amount in excess of $250,000 against the Borrower or any Subsidiary; (vig) if Tenant Default shall be made in the due observance or its Parent is liquidated performance of any covenant or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assetsagreement under Article VII; (viih) if a Change of Control occurs or the estate or interest of Tenant Default shall be made in the Leased Property due observance or performance of any material part thereof is voluntarily covenant or involuntarily transferred, assigned, conveyed, levied upon agreement contained herein (and not constituting an Event of Default under any other clause in this Article VIII) or attached in any proceeding other Loan Document or in violation of any other agreement between any Lender and the terms of this Lease, unless Tenant is contesting Borrower evidencing or securing borrowed monies and such lien or attachment in good faith in accordance with Paragraph 26 hereofdefault shall continue and shall not have been remedied within thirty days after the date on which such default occurred; (viiii) if there has been a final unappealable determination by There shall occur any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval default under any other circumstances under which Tenant instrument or is required to cease agreement evidencing any indebtedness for money borrowed in excess of $100,000 by the Borrower or any of its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased PropertySubsidiaries; (ixj) if Tenant voluntarily ceases operation The transfer by John X. Xxxxxxxx xxx/or his Affiliates of securities of the Leased Property for its Intended Use, except Borrower or the voting power related to such securities as a result of Casualty which the power to elect, appoint or partial cause the election or complete Condemnationappointment of at least a majority of the members of the board of directors of the Borrower shall no longer be held by John X. Xxxxxxxx xxx/or his Affiliates; (xk) if Tenant fails to pay for money borrowed or for the deferred purchase price of There shall occur any material property or services (excluding trade accounts payable adverse change in the ordinary course financial condition of business on customary trade termsthe Borrower; (l) There shall occur any Event of Default under either of the Existing Loan Agreements; then, and in any such event and at any time thereafter, if such Event of Default or any guaranty relating thereto whichother Event of Default shall have not been waived, in any or all of the aggregatefollowing actions may be taken: (i) the Agent (A) with the consent of the Required Lenders, exceeds Two Hundred Fifty Thousand Dollars may, and at the direction of the Required Lenders shall, declare any obligation of the Lenders to make further Advances terminated, whereupon the obligation of each Lender to make further Advances hereunder shall terminate immediately, and ($250,000)B) the Agent shall at the direction of the Required Lenders, at their option, declare by notice to the Borrower any or all of the Obligations to be immediately due and payable, and the same be declared to be or become due same, including all interest accrued thereon and payable prior all other obligations of the Borrower to the stated maturity thereof Agent and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto the Lenders, shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgage.forthwith become immediately due and

Default. Upon the occurrence The happening of any one or more of the following events ("Event of Default"), Landlord shall have constitute default by the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall beDebtor hereunder: (ia) Tenant's failure if the Debtor shall default in making any payment due to pay when due any regularly scheduled payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a))the Secured Party with respect to the Indebtedness; (iib) Tenant's failure to pay when due if the Debtor shall be in default under or be in breach of any provision of this Agreement or of any other payment of Rent, or agreement between the Debtor and the Secured Party including any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlordpromissory note; (iiic) Tenant's failure if the Debtor shall fail to pay any charges, rents, taxes, or rates on leasehold property, or other charges of a like nature, or if the Debtor fails to observe and perform any other of the termscovenants, covenants payments or conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereofany lease, orlicense, if such default cannot reasonably be remedied within such periodconcession, Tenant does not within thirty (30) days after Notice thereof commence such act agreement, mortgage, agreement for sale, charge or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereofencumbrance; (ivd) if Tenant the Debtor makes default in the payment of the principal or its Parent becomes bankrupt interest forming part of the Indebtedness; (e) if an order shall be made or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition an effective resolution passed for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any winding up of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointmentDebtor, or if Tenant or its Parent makes a petition is filed for the winding-up of the Debtor; (f) if the Debtor shall make an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become duebe declared bankrupt, or if Tenanta custodian or receiver or receiver and manager or other officer with similar powers be appointed with respect to the Debtor or any of the Debtor's interest property or if the Debtor voluntarily files a petition in this Lease is attachedbankruptcy, seized or made subject commits any act of bankruptcy or proposes to take the benefit of any other judicial seizure and such seizure provision of the Companies Creditors Arrangement Act as now or attachment is not discharged within ninety (90) dayshereafter in force or makes any arrangement with its creditors pursuant to the terms of the Business Corporations Act of Alberta or the Canada Business Corporations Act as now or hereafter in force; (vg) if Tenant's fails the Debtor ceases or demonstrates an intention to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereundercease carrying on business; (vih) if Tenant the Debtor passes or purports to pass any resolution or takes or purports to take any corporate proceedings to enable it to take proceedings for its Parent is liquidated or dissolveddissolution, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assetsamalgamation; (viii) if the Debtor shall lose its charter by expiration, forfeiture or otherwise or if a Change receiver or a receiver-manager for all or any part of Control occurs the Debtor's assets or the estate or interest any other party with like powers shall be appointed; (j) except for sales of Tenant Inventory in the Leased Property ordinary course of business, if any assets of the Debtor are either directly or indirectly (including, without limitation, by way of transfer or sale of shares) sold, transferred, removed, alienated or disposed of in any manner whatsoever by the Debtor without the written consent of the Secured Party, not to be unreasonably withheld, or if the Secured Party, in its sole discretion, deems the Debtor's assets or any material part thereof is voluntarily or involuntarily are in danger of being sold, transferred, assigned, conveyed, levied upon removed, alienated or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereofdisposed of; (viiik) if there the Secured Party, acting commercially reasonably, deems itself insecure or decides that the Collateral is or is likely to be in jeopardy or the Secured Party has been a final unappealable determination by any Government Agency commercially reasonable grounds to believe that the prospect of payment or performance of the revocation or limitation of any license, permit, certification or approval required for the lawful operation obligations of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant Debtor is or is required likely to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Propertybe impaired; (ixl) if Tenant voluntarily ceases operation the Security Interest granted to the Secured Party hereunder shall cease to be in full force and effect or the validity thereof or of any of the Leased Property for its Intended Use, except as a result obligations of Casualty the Debtor hereunder shall be disaffirmed by or partial or complete Condemnationon behalf of the Debtor; (xm) if Tenant fails Any of the representations and warranties in this agreement were incorrect in any material respect when made or deemed to pay for money borrowed have been made; (n) Any encumbrancer takes possession or for purports to or attempts to take possession of the deferred purchase price Collateral or any part thereof without the prior written consent of the Secured Party had and received; (o) Any execution or other process of any material property or services (excluding trade accounts payable in court becomes enforceable against the ordinary course of business on customary trade terms) Debtor or any guaranty relating thereto which, in distress or analogous process is levied upon the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be Collateral or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack part thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgage.

Default. Upon the occurrence of any one or more of the following events ("Event of Default"), Landlord A. The Concessionaire shall have the right to exercise any rights or remedies available be in this Lease, at law or in equity. Events of Default shall bedefault if it: (i) Tenant's failure 1. Shall fail to pay when due any regularly scheduled payment installment of Rent, or any other sum of money payable hereunder rent within ten (whether as additional Rent or otherwise) and such failure is not cured within five (510) days (or after it becomes payable and if such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within default shall continue for five (5) days after receipt of Notice thereof receiving written notice from Landlordthe Department demanding payment; (iii) Tenant's failure 2. Shall fail to maintain in full force and effect any insurance or bond required by the terms of this Lease or Ohio law; 3. Shall fail to maintain adequate standards in providing service required by this Lease, or in any manner shall fail to provide adequate service to the public; 4. Shall fail to observe and perform any other provision, covenant or condition of the terms, covenants or conditions contained in this Lease if not remedied within thirty by the end of fifteen (3015) days after receipt of Notice thereof, or, if written notice from the Department specifying such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereoffailure; (iv) if Tenant 5. Shall abandon or its Parent becomes bankrupt vacate the Properties or insolvent, any part thereof during the term of this Lease; 6. Shall voluntarily or files any debtor involuntarily be subject to bankruptcy proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes ; 7. Xxxxx make an assignment for the benefit of creditors or shall admit in writing enter into a composition agreement with its inability to pay its debts generally as they become duecreditors, or if Tenant's the interest of the Concessionaire in this Lease the Properties is attached, levied upon, or seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) daysby legal process; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding 8. Xxxxx assign this Lease in violation of the terms hereof; 9. Shall under-report revenue on monthly income statements, or any other financial reports, or shall misrepresent the source of revenue in such reports furnished to the Department; 10. Shall fail to remain authorized to do business of the type and nature required in this Lease in the State of Ohio; and/or 11. Its principal(s) or officers(s), if the Concessionaire is a corporation, or its partners(s) if the Concessionaire is a partnership, are convicted of any theft offense; then, and in any of such cases, immediately or at any time thereafter, at the option of the Director, the Department shall have the right to immediately reenter and take possession of the Properties, and, as the Director elects, either: a. Declare this Lease to be terminated, in which event this Lease, all rights of the Concessionaire, and all duties of the Department shall immediately cease and terminate and the Department may possess and enjoy the Properties as though this Lease had never been made, without prejudice, however, to any and all rights of action against the Concessionaire the Department may have for rent, damages, or breach of covenant, in respect to which the Concessionaire shall remain and continue to be liable notwithstanding such termination; or b. Relet the Properties, or any part thereof, for such term or terms and on such conditions as the Department determines for and on behalf of the Concessionaire, for the highest rental reasonably obtainable in the judgement of the Director, which reletting shall not be considered as a surrender or acceptance back of the Properties or a termination of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by and recover from the Concessionaire any Government Agency deficiency between the amount of the revocation or limitation of any licenserent, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof additional rent and all applicable notices other charges payable under this Lease, plus any expenses incurred by the Department in connection with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace periodrepairs, or does not require notice alterations the Director deems necessary or appropriate to be given to trigger an event of default thereunder make in connection with such reletting, all costs incurred in actually reletting the Properties and sums expended for reasonable attorney's fees; but the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder Director shall be made and performed within such time periods so as under no duty to comply with relet the terms of the Facility MortgageProperties.

Default. Upon Debtor shall be in default under this Agreement upon the occurrence happening of any one or more of the following events ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall beconditions: (ia) Tenant's failure to pay when due any regularly scheduled Debtor defaults in the payment of Rent, principal or any other sum of money interest on the Promissory Note when and as the same shall become due and payable hereunder (whether as additional Rent by acceleration thereof or otherwise; (b) Debtor defaults in the performance or observance of any of the covenants and agreements contained in the Promissory Note (other than those relating to payment) and such failure is not cured within same shall remain unremedied for a period ending on the first to occur of five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) business days after receipt Debtor shall receive written notice of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default from Secured Party, unless such cure cannot reasonably be remedied completed within such said period, Tenant does then if a remedy is not commenced within said time period and diligently and continuously prosecuted to completion within thirty (3060) days after Notice thereof commence such act or acts as shall be necessary to remedy following the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereofdefault; (ivc) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent Debtor makes an assignment for the benefit of creditors or shall admit admits in writing its inability to pay its debts generally as they become due; or Debtor files any petition for relief under the federal Bankruptcy Code; or any order, judgment or if Tenant's interest in this Lease decree is attached, seized entered adjudicating Debtor bankrupt or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) daysinsolvent; (vd) if Tenant's fails Debtor petitions or applies to provide insurance coverage (any tribunal for the appointment of a trustee, receiver or allows such coverage to be canceled liquidator of Debtor, or lapse) pursuant to its obligation hereunderof any substantial part of the assets of or any proceedings for the voluntary liquidation and dissolution of Debtor under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect; (vie) if Tenant any such petition or its Parent application is liquidated or dissolvedfiled, or begins any such proceedings toward are commenced, against Debtor and Debtor by any act indicates its approval thereof, consent thereto or acquiescence therein, or any order, judgment or decree is entered appointing any such liquidation trustee, receiver or dissolutionliquidator, or, or approving the petition in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation proceedings and such event order, judgment or failure has a material adverse affect on the use or operation of the Leased Property; decree remains unstayed and in effect for more than thirty (ix30) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapseddays; or (xif) if any Person acquires order, judgment or decree is entered in any proceeding against Debtor decreeing the dissolution of Debtor and such order, judgment or decree remains unstayed and in effect for more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice thirty (or lack thereof30) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagedays.

Default. Upon the The occurrence of any one or more of the following events ("Event instances shall be considered to be a default or a breach of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: Agreement by Licensee: (i) Tenant's any failure of Licensee to pay when due any regularly scheduled payment of Rentthe Monthly License Fee, or any other sum charge for which Licensee has the responsibility of money payable hereunder payment under this Agreement, within ten (whether as additional Rent 10) Business Days of the date following written notice to Licensee from Licensor, or otherwiseits designee, of such delinquency, it being understood, however, that Licensor is obligated to provide such notice only two times in each calendar year, and the third instance of the failure to pay the Monthly License Fee or any other charge shall be an immediate default without notice to Licensee if not paid within ten (10) and such Business Days of the date when due; (ii) except for a PCN Default for which the cure period is set forth in clause (iv) below, any failure of Licensee to perform or observe any term, covenant, provision or condition of this Agreement which failure is not corrected or cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied by Licensee within thirty (30) days after of receipt by Licensee of Notice thereofwritten notice from Licensor, oror its designee, if of the existence of such default cannot reasonably be remedied within a default; except such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as day cure period shall be extended as reasonably necessary to remedy permit Licensee to complete a cure so long as Licensee commences the default and shall not thereafter diligently complete cure within such act or acts within a reasonable time, provided, however, in no event shall such thirty (30) day cure period extend beyond one hundred eighty and thereafter continuously and diligently pursues and completes such cure; (180iii) days after Notice thereof; failure of Licensee to abide by the Interference provisions as set forth in Section 11; (iv) if Tenant a PCN Default occurs that Licensee fails to cure within ten (10) days of Licensor’s written notice to Licensee, or its Parent becomes bankrupt designee of the existence of such default; (v) Licensee shall become bankrupt, insolvent or insolventfile a voluntary petition in bankruptcy, or files any debtor proceedings, or files pursuant to any statute a have an involuntary petition in bankruptcy filed against Licensee which cannot be or insolvency is not dismissed by Licensee within sixty (60) days of the date of the filing of the involuntary petition, file for reorganization or for reorganization, or files a petition arrange for the appointment of a receiver or trustee for in bankruptcy or reorganization of all or substantially all a substantial portion of its Licensee’s assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent Licensee makes an assignment for such purposes for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or if Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; creditors; (vi) if Tenant this Agreement or its Parent is liquidated Licensee’s interest herein or dissolved, Licensee’s interest in the Tower Facility are executed upon or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; attached; (vii) if Licensee commits or fails to perform an act which results in a Change of Control occurs default under or nonconformance with the estate Ground Lease by Licensor and the same shall not be cured within 5 Business Days (or interest of Tenant in such shorter time as permitted under the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation Ground Lease to cure) of the terms date following written notice to Licensee from Licensor, or its designee, of this Lease, unless Tenant is contesting such lien default; or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation imposition of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect lien on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, Approved Equipment except as a result of Casualty may be expressly authorized by this Agreement, or partial an attempt by Licensee or complete Condemnation; (x) if Tenant fails anyone claiming through Licensee to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable encumber Licensor’s interest in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000)Tower Facility, and the same shall not be declared dismissed or otherwise removed within ten (10) Business Days of written notice from Licensor to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility MortgageLicensee.

Default. Upon A party shall be deemed to be in default of this Agreement only upon the occurrence expiration of any one or more of the following events ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure to pay when due any regularly scheduled payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after (ten (10) days in the event of failure to pay money) from receipt of Notice thereofwritten notice from the other party specifying the particulars in which such party has failed to perform the obligations of this Agreement unless such party, or, if such default cannot reasonably be remedied within such period, Tenant does not within prior to the expiration of said thirty (30) days after Notice thereof commence (ten (10) days in the event of failure to pay money), has rectified the particulars specified in said notice of default. However, such act party shall not be deemed to be in default if such failure (except a failure to pay money) cannot be rectified within said thirty (30) day period and such party is using good faith and its best efforts to rectify the particulars specified in the notice of default. Except where otherwise specifically stated herein to the contrary, in the event of a default by Licensor in the performance of any of the terms, covenants, conditions and agreements contained herein as to any Store or acts Stores, Licensee may terminate this Agreement as to any such Store or Stores, or as to all Stores, upon ten (10) days prior written notice to Licensor without prejudice to any other rights or remedies provided by law. In the event of any such termination, the Deposit (or balance thereof) shall be necessary returned by Licensor to remedy the default and shall not thereafter diligently complete such act or acts Licensee within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty ten (18010) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition termination without deduction for any amounts due and payable by Licensee to Licensor hereunder. Except where otherwise specifically stated herein to the contrary, in the event of a default by Licensee in the performance of any of the terms, covenants, conditions and agreements contained herein as to any Store or appointmentStores, Licensor may terminate this Agreement as to any such Store or Stores, or if Tenant as to all Stores, upon ten (10) days prior written notice to Licensee, re-enter the Licensed Premises, either with or its Parent makes an assignment for without process or law, expel and remove from the benefit Licensed Premises all of creditors or shall admit in writing its inability to pay its debts generally as they become dueLicensee's personal property (including, or if Tenant's interest in this Lease is attachedwithout limitation, seized or made subject the Machines), and repossess and enjoy the Licensed Premises without prejudice to any other judicial seizure and such seizure rights or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination remedies provided by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagelaw.

Default. Upon (a) Notwithstanding anything to the contrary contained in this Agreement, the occurrence of any one or more of the following events shall constitute a default under, and a breach of, this Agreement ("Event of a “Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be:”): (i) Tenant's any failure to pay make a Quarterly Payment, a 4Q Payment, a Cash True-Up Payment or Accrued Amount when due and payable (except any regularly scheduled payment of Rent, such amount subject to a Financial Covenant Deferral or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)a Default Deferral); (ii) Tenant's failure to pay when due any other payment material breach of Rentthis Agreement that is not curable or, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure if curable, is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days of written notice thereof; (iii) the failure by Transportation Systems or any of its Restricted Subsidiaries to make any payment when due (after receipt giving effect to any applicable grace period) under any Material Indebtedness; or (iv) any default in the performance of Notice thereofany agreement or condition contained in the Principal Credit Agreement, oror any other event or condition, the effect of which default or other event or condition is to cause, or to permit the creditors under the Principal Credit Agreement to cause, the indebtedness under the Principal Credit Agreement to become due prior to its stated maturity or to be required to be repurchased, prepaid, redeemed or deferred prior to its stated maturity; provided, that, (A) in the case of clause (iv) above, any such Default shall be deemed to have occurred only if (x) sixty (60) calendar days have passed since the first date on which a Default would otherwise have been deemed to occur thereunder (such date, the “Default Date”) and (y) thirty (30) calendar days have passed since Payee provides written notice (a “Payment Default Notice”) of such default canto the Senior Agent (and each Financial Representative for any other Senior Indebtedness having commitments or an outstanding principal amount of at least $25,000,000, as converted into Euros in accordance with Section 2.6(d)), which such Payment Default Notice may be delivered on or after the Default Date, and during such sixty (60) calendar day and thirty (30) calendar day periods, the relevant creditors under the Principal Credit Agreement have not reasonably waived such default and (B) in the case of clauses (i), (ii) and (iii) above, any such Default shall be remedied within such period, Tenant does not within deemed to have occurred only if thirty (30) days after have passed since Payee provides a Payment Default Notice thereof commence such act or acts as shall be necessary to remedy the default Senior Agent (and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or each Financial Representative for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or if Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure and such seizure Senior Indebtedness having commitments or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolvedoutstanding principal amount of at least $25,000,000, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith as converted into Euros in accordance with Paragraph 26 hereof;Section 2.6(d)) and during such thirty (30) calendar day period, Payee has not waived such default. (viiib) if there has been a final unappealable determination by Promptly, and in any Government Agency of the revocation or limitation event within five (5) Business Days, upon obtaining knowledge of any licenseDefault, permit, certification or approval required for the lawful operation Payor shall deliver notice of the Facility such Default to Payee in accordance with its Intended Use or Section 4.9, specifying the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time nature of such loss Default and what actions Payor has taken, is taking or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails proposes to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices take with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagethereto.

Default. Upon Should the occurrence of Subcontractor at any one time refuse or more neglect to supply sufficient skilled workmen and equipment or materials of the following events ("Event of Default")proper quality, Landlord shall have as required by the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure to pay when due any regularly scheduled payment of RentContractor, or any other sum fail to make prompt payment for materials, labor or equipment furnished and supplied in and about the performance of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rentthe Subcontract Work, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure fail, when required, agreeably to perform any other the terms hereof, to submit to the Contractor satisfactory evidence of the termspayment by the Subcontractor of all indebtedness incurred for material, covenants or conditions contained labor and equipment included in this Lease if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy any previous monthly statement rendered in conformity with the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolventstipulations hereof, or files any debtor proceedings, fail to proceed with the work as directed or files pursuant to any statute a petition otherwise fail in bankruptcy or insolvency or for reorganization, or files a petition for the appointment performance of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointmentagreement herein contained, or if Tenant in the event the Subcontractor shall be adjudged a bankrupt, or its Parent makes an make a general assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become duecreditors, or if Tenant's interest in this Lease is attacheda Receiver be appointed on the account of the insolvency of the Subcontractor, seized or made subject the Contractor shall be at liberty, without prejudice to any other judicial seizure and such seizure or attachment is not discharged within ninety right after, forty eight (9048) days; (v) if Tenant's fails hours written notice to the Subcontractor either to provide insurance coverage (any such labor, materials or allows such coverage to be canceled equipment and deduct the cost thereof from any payments then or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolvedthereafter due the Subcontractor, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits to terminate the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation employment of the terms Subcontractor for the said Subcontract Work and to enter upon the premises and take possession, for the purpose of completing the Subcontract Work, of all materials, tools and appliances thereon and to employ any other person or persons to finish the Subcontract Work and to provide the materials therefore, and in case of such discontinuance of the employment of the Subcontractor, the Subcontractor shall not be entitled to receive any further payment under this Lease, unless Tenant is contesting such lien or attachment in good faith Subcontract until the said work under the Principal Contract shall be wholly finished and accepted in accordance with Paragraph 26 hereof; (viii) the Principal Contract, at which time, if there has been a final unappealable determination by any Government Agency the unpaid balance of the revocation amount to be paid under the Subcontract shall exceed the expense incurred by the Contractor in finishing the Subcontract Work, such excess shall be paid by the Contractor to the Subcontractor, but if such expense shall exceed such unpaid balance, the Subcontractor shall pay the difference to the Contractor. Once the Contractor has given the said forty‐eight (48) hours notice, whether or limitation of any licensenot the Subcontractor corrects its failure or cures its default, permit, certification or approval required it shall not be necessary for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of Contractor to issue any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable subsequent written notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then or other failures or defaults in order to effectuate the provisions for notice (or lack thereof) and cure Contractor’s rights under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagethis Article XII.

Default. Upon the The occurrence of any one or more of the following events shall constitute a default by Lessee hereunder ("“Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be:”): (ia) Tenant's failure Lessee shall fail to pay when due any regularly scheduled payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five continues unremedied for a period of ten (510) days (or such earlier period as set forth in this Paragraph 21(a))days; (iib) Tenant's failure Except for defaults covered by Paragraph (a) above, Lessee shall fail to pay when due perform or observe any other payment of Rentcovenant, condition or any other sum of money payable agreement to be performed or observed by it hereunder (whether as additional Rent or otherwise) and such failure is not cured within five continues unremedied for fifteen (515) days after receipt of Notice written notice thereof from Landlordto Lessee by Lessor; (iiic) Tenant's failure Lessee shall have made any representation or warranty herein, or in any document or certificate executed by Lessee incident herein, which is found to perform have been false in any other of material respect at the terms, covenants time such representation or conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereofwarranty was made; (ivd) if Tenant or its Parent becomes bankrupt or insolventLessee shall cease doing business as a going concern, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors or shall admit creditor, admits in writing its inability to pay its debts generally as they become due, files a voluntary petition in bankruptcy, is adjudicated a bankrupt or an insolvent, files a petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law or regulation or files an answer admitting the material allegations of a petition filed against it in any such proceeding, consents to or acquiesces in the appointment of a trustee, receiver, or liquidator of it or of all or any substantial part of its assets or properties, or if Tenant's interest in this Lease is attached, seized it or made subject to its shareholders shall take any other judicial seizure and such seizure action toward its dissolution or attachment is not discharged within ninety (90) daysliquidation; (ve) Within sixty (60) days after the commencement of any proceedings against Lessee seeking reorganization, arrangement, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceedings shall not have been dismissed or set aside, or if Tenant's fails to provide insurance coverage within sixty (60) days after the appointment without Lessee’s consent or allows acquiescence of any trustee, receiver or liquidator of it or of all or any substantial part of its assets and properties, such coverage to appointment shall not be canceled or lapse) pursuant to its obligation hereundervacated; (vif) if Tenant Lessee shall attempt to remove, sell, transfer, encumber, part with possession or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits sublet the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property Equipment or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended UseUnit, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsedexpressly permitted hereunder; or (xig) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent Lessee ceases doing business as a real estate investment trust under the applicable provisions going concern or merges with, or a substantial portion of the Code. Notwithstanding the foregoingLessee's assets are acquired by any other entity whose financial condition is less than that of Lessee, as determined by Lessor, or which entity, if any applicable Facility Mortgage provides for acceptable to Lessor, fails to fully assume Lessee’s obligations in a shorter cure or grace period, or does not require notice form acceptable to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility MortgageLessor.

Default. Upon the occurrence of any one or more 18.1 With respect to all payments required to be made by FRONTIER hereunder, including, without limitation, payment of the following events ("Event of Default")IRU Fee and all other amounts payable by FRONTIER hereunder, Landlord in the event FRONTIER shall have fail to make a payment by the right to exercise any rights or remedies available in this Leasedate due and payable hereunder, at law or in equity. Events of Default shall be: from and after such date, (i) Tenant's such unpaid amount shall bear interest until paid at a rate equal to the rate set forth in Article XXX and (ii) if such payment is due with respect to a Segment on or prior to the Acceptance Date of such Segment, the Estimated Delivery Date for such Segment shall be extended by a number of days equal to the number of days that elapse from the date such payment is due until paid. In the event any amount or amounts due and payable hereunder remain unpaid for a period of eighty (80) days after written notice from QWEST to FRONTIER, and the amount thereof is not in bona fide dispute, then QWEST may, in its sole and absolute discretion and in addition to its other rights and remedies hereunder, after ten (10) days prior written notice to FRONTIER and the failure of FRONTIER to pay when due such amount within such ten-day period, terminate any regularly scheduled and all of its obligations hereunder with respect to any Segment or Segments as to which the Acceptance Date has not yet occurred or the grant of the IRU with respect to which has not yet become effective, and to apply any and all amounts previously paid by FRONTIER hereunder with respect to such Segment or Segments toward the payment of Rent, or any other sum amounts then or thereafter payable by FRONTIER hereunder. With respect to all of money payable hereunder (whether as additional Rent or otherwise) its other obligations hereunder, in the event FRONTIER shall fail to perform a non-payment obligation and such failure is not cured within five (5) days (or such earlier shall continue for a period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt QWEST shall have given FRONTIER written notice of Notice thereofsuch failure, orFRONTIER shall be in default hereunder unless FRONTIER shall have cured such failure or such failure is otherwise waived in writing by QWEST within such thirty (30) days; provided, if however, that where ----------------- such default failure cannot reasonably be remedied cured within such 30-day period, Tenant does not within thirty (30) days after Notice thereof commence if FRONTIER shall proceed promptly to cure the same and prosecute such act or acts cure with due diligence, the time for curing such failure shall be extended for such period of time as shall may be necessary to remedy the default and shall not thereafter diligently complete such act or acts cure; and provided further that if ---------------- FRONTIER certifies in good faith to QWEST in writing that a non-payment failure has been cured, such failure shall be deemed to be cured unless QWEST otherwise notifies FRONTIER in writing within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty fifteen (18015) days after Notice thereof; of receipt of such notice from FRONTIER. FRONTIER shall be in default hereunder (ivi) if Tenant automatically upon the making by FRONTIER or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment Frontier Corporation of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an general assignment for the benefit of creditors its creditors, the filing by FRONTIER or shall admit Frontier Corporation of a voluntary petition in writing its inability to pay its debts generally as they become duebankruptcy or the filing by FRONTIER or Frontier Corporation of any petition or answer seeking, consenting to, or acquiescing in reorganization, arrangement, adjustment, composition, liquidation, dissolution, or similar relief; (ii) one hundred twenty (120) days after the filing of an involuntary petition in bankruptcy or other insolvency protection against FRONTIER or Frontier Corporation which is not dismissed within such one hundred twenty (120) days, or (iii) upon any default by Frontier Corporation under the Guaranty, which default is not cured within the relevant cure period, if Tenant's interest any, provided with respect thereto under the Guaranty. Except as otherwise provided in this Lease is attachedSection 18.1, seized or made upon any default by FRONTIER, after written notice thereof from QWEST, QWEST may (i) take such action as it determines, in its sole discretion, to be necessary to correct the default and, subject to Section 13.1, recover from FRONTIER its reasonable costs incurred in correcting such default, and (ii) pursue any legal remedies it may have under applicable law or principles of equity relating to such default, including specific performance. Notwithstanding any other judicial seizure provision of this Agreement, QWEST acknowledges and such seizure agrees that QWEST shall have no right to terminate the IRU or attachment is not discharged within ninety (90) days;any of the rights and interests of FRONTIER hereunder with respect to any Segment for which the IRU Fee relating thereto has been fully paid. (va) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant With respect to its obligation hereunder; (vi) if Tenant to complete the construction, installation, and satisfactory Fiber Acceptance Testing of the FRONTIER Fibers comprising a particular Segment by the Estimated Delivery Date with respect to such Segment pursuant to Section 3.2, the parties acknowledge and agree that it is in their mutual best interest to work together in a cooperative effort to determine whether and to what extent any event or its Parent occurrence that is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if reasonably likely to cause a Change of Control occurs or the estate or interest of Tenant delay in the Leased Property or any material part thereof is voluntarily or involuntarily transferreddelivery of a Segment hereunder, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty any force majeure event or partial other occurrence described in Article XX or complete Condemnation; otherwise, can be terminated, resolved or avoided, and to cause the construction, installation and delivery of the Segment to be completed in the most expeditious and practical manner feasible under the circumstances. Accordingly, within three (x3) if Tenant fails months following its discovery of an event or occurrence that QWEST reasonably believes is likely to pay for money borrowed cause (i) an extension of the Estimated Delivery Date of one hundred twenty (120) days or more pursuant to Article XX or (ii) a Delivery Default (as defined pursuant to Section 18.2(d) below), QWEST shall give written notice to FRONTIER of such event or occurrence. Thereupon, each of QWEST and FRONTIER (i) will designate a senior executive officer with decision-making authority and familiarity with this Agreement and the relevant issue hereunder, and (ii) may designate one technical representative and one financial representative, to participate in the following resolution efforts. Each of such designees shall participate in such meetings, promptly scheduled at mutually agreed upon times and places, as may be necessary or appropriate to discuss in good faith the status of construction of the affected Segment, the reason or reasons for the deferred purchase price of any material property anticipated Estimated Delivery Date extension or services (excluding trade accounts payable in Delivery Default, various possible and practical means by which the ordinary course of business on customary trade termsevent(s) or any guaranty relating thereto whichoccurrence(s) causing such anticipated Estimated Delivery Date extension or Delivery Default might be terminated, avoided or resolved, including, without limitation, possible modifications to the route, selection of right-of-way, or manner of construction of the affected Segment, and (iii) use their best efforts to settle upon and implement a procedure by which such event(s) or occurrence(s) may be terminated, avoided or resolved and the construction, installation and delivery of the affected Segment completed in an expeditious and economically practical and feasible manner under the aggregatecircumstances. The parties acknowledge and agree that, exceeds Two Hundred Fifty Thousand Dollars ($250,000)because the QWEST System includes or will include other participants, including owners and holders of Dark Fiber IRUs and telecommunication system operations, such meetings may, and likely will, involve designees and representatives of such other participants, and the same be declared resolution of any matters so acted upon will require the cooperative efforts of, and have to be or become due and payable prior structured, to the stated maturity thereof extent feasible, in an effort to meet the needs of all such participants. The parties hereto further acknowledge and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% agree that no failure of the outstanding ownership interests parties hereto to resolve, or to agree upon a manner in Tenantwhich they might resolve, which would, in Landlord's sole but reasonable determinationany issue addressed hereunder shall impair, adversely affect or invalidate any of their respective rights, claims or remedies under this Agreement. (b) If, notwithstanding the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions efforts of the Code. Notwithstanding parties pursuant to Section 18.2(a): (i) (A) a force majeure event or occurrence described in Article XX causing an anticipated Estimated Delivery Date extension has not been terminated, avoided or resolved by the foregoingdate that is twelve (12) months following QWEST's discovery of such event or occurrence, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgage.and

Default. Upon the occurrence of any one or more Any of the following events occurrences or acts will constitute an event of default ("Event herein “Default”) under this Mortgage: (a) failure of Default"), Landlord shall have Mortgagor to make any payment of principal and/or interest within 10 days after the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: date when due under the Note; (ib) Tenant's failure by Mortgagor to pay when any other monetary amounts due any regularly scheduled payment of Rent, under this Mortgage or any other sum loan document within 30 days after the date on which such payment is due and payable; (c) failure of money payable hereunder Mortgagor to fully comply with, observe or perform any of the covenants or provisions of the Note, this Mortgage or any other loan document or any other Transaction Document (whether as additional Rent or otherwisedefined in the Note) and such failure is not cured within five shall continue unremedied for 15 days after written notice thereof to Mortgagor specifying the default; (5d) days (the incorrectness or such earlier period as set forth breach of any representation or warranty made by Mortgagor in the Note, this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, Mortgage or any other sum of money payable hereunder (whether loan document as additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in date of this Lease if not remedied within thirty Mortgage and/or while any of the indebtedness is unpaid; (30e) days after receipt the filing by Mortgagor of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for relief under any law relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangement or files a petition for extension, or the appointment institution of a receiver any proceeding under any such law by Mortgagor, or trustee for all the filing or substantially all institution of its assets, and any such petition or appointment proceeding by or if any of the foregoing are filed against Tenant Mortgagor which is not dismissed within 45 days thereafter; (f) Mortgagor shall make, enter into or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes consent to an assignment for the benefit of creditors creditors; (g) if any governmental authority, or any court at the instance thereof, shall admit take possession of any substantial part of the property of, or assume control over, the affairs or operations of, or a receiver or trustee shall be appointed over all or any substantial part of, or a writ or order of attachment or garnishment shall be issued or made against any of the property of Mortgagor and any such action is not dismissed or discharged within 30 days of its commencement; (h) Mortgagor admits in writing its the inability to pay its debts generally as they become when due, ; (i) if it shall be illegal for Mortgagor to pay any tax referred to in Section 1 hereof or Section 7 hereof or if Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure and the payment of such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant tax by Mortgagor would result in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms applicable usury laws; (j) failure by Mortgagor to comply with Sections 6 or 14 of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; Mortgage; (viiik) final judgment for the payment of money shall be rendered against Mortgagor and the same shall remain undischarged for a period of 30 days during which execution shall not be effectively stayed; (l) if there has been a final unappealable determination by should occur any Government Agency change in the use of the revocation or limitation of any licenseMortgaged Property without Mortgagee’s prior written consent; (m) if there should occur a default which is not cured within the applicable grace period, permitif any, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant mortgage, deed of trust or is required to cease its operation lien of all or part of the Facility Mortgaged Property regardless of whether any such other mortgage, deed of trust or lien is prior or subordinate to this Mortgage; it being further agreed by Mortgagor that an Event of Default hereunder shall constitute an Event of Default under any such other mortgage or deed of trust held by Mortgagee; or (n) there shall occur any event which constitutes an “event of default” under any instrument, agreement or evidence of indebtedness relating to any obligation of Mortgagor in accordance with its Intended Use at respect of indebtedness for borrowed money the time effect of which is to permit the holder or holders of such loss instrument, agreement or limitation and evidence of indebtedness, or a trustee, agent or other representative on behalf of such event holder or failure has a material adverse affect on holders, to cause the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property indebtedness for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails borrowed money evidenced thereby to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the its stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagematurity.

Default. Upon (a) Participant has specifically induced FINRA to enter into this Agreement based on the occurrence representations and undertakings of any Participant contained herein. Strict compliance with the provisions of this Agreement is and shall be a condition precedent to Participant’s right hereunder to continue to access, receive or use the Service. Participant expressly acknowledges and agrees that FINRA shall have the rights set forth in this Section 10 if FINRA shall determine, in its sole discretion, that one or more of the following events ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law conditions occurs or in equity. Events of Default shall beis continuing: (i) Tenant's failure Participant fails to pay when any amounts due any regularly scheduled payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in FINRA under this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied Agreement within thirty (30) days after receipt the applicable due date for such amounts specified in this Agreement; (ii) Any representation, warranty or certification, which is material to FINRA for regulatory, commercial or other reasons, made by Participant in this Agreement or in any other document furnished by Participant in connection herewith was false or misleading, as of Notice thereofthe time made or furnished; (iii) Participant defaults in the performance of any of its obligations or covenants under this Agreement, oror any representation, warranty or certification described in clause (ii) above becomes false or misleading, and such default, falsity or misstatement (if such default cannot reasonably be remedied within such period, Tenant does not within thirty curable) continues without remedy for a period of fifteen (3015) days after Notice thereof commence such act or acts as shall be necessary FINRA provides notice to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable timeParticipant thereof, provided, however, that if such default, falsity or misstatement cannot be remedied by Participant in no event shall such cure period extend beyond one hundred eighty good faith and with due diligence within fifteen (18015) days after Notice thereofand the failure to so remedy within fifteen (15) days does not cause FINRA to be in violation of applicable law or regulations or to otherwise materially injure FINRA, then an event or condition of default under this clause will not be considered to exist or have occurred for so long as Participant commences such actions as are necessary to remedy such default, falsity or misstatement within such fifteen (15) day period and thereafter diligently pursues such actions to remedy such default, falsity or misstatement; (iv) if Tenant Participant proceeds with a proposed action in default of its obligations or its Parent becomes bankrupt or insolventcovenants under this Agreement, or files in breach of any debtor proceedingsrepresentation, warranty or files pursuant certification, that is material to any statute FINRA for regulatory, commercial or other reasons, made by Participant in connection herewith, after FINRA has provided notice to Participant that such proposed action would constitute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or if Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation default hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgage.

Default. Upon the occurrence of any one or more of the following events ("Event of Default"), Landlord A. The Concessionaire shall have the right to exercise any rights or remedies available be in this Lease, at law or in equity. Events of Default shall bedefault if it: (i) Tenant's failure 1. Shall fail to pay when due any regularly scheduled payment installment of Rent, or any other sum of money payable hereunder rent within ten (whether as additional Rent or otherwise) and such failure is not cured within five (510) days (or after it becomes payable and if such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within default shall continue for five (5) days after receipt of Notice thereof receiving written notice from Landlordthe Department demanding payment; (iii) Tenant's failure 2. Shall fail to maintain in full force and effect any insurance or bond required by the terms of this Lease or Ohio law; 3. Shall fail to maintain adequate standards in providing service required by this Lease, or in any manner shall fail to provide adequate service to the public; 4. Shall fail to observe and perform any other provision, covenant or condition of the terms, covenants or conditions contained in this Lease if not remedied within thirty by the end of fifteen (3015) days after receipt of Notice thereof, or, if written notice from the Department specifying such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereoffailure; (iv) if Tenant 5. Shall abandon or its Parent becomes bankrupt vacate the Properties or insolvent, any part thereof during the term of this Lease; 6. Shall voluntarily or files any debtor involuntarily be subject to bankruptcy proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes ; 7. Xxxxx make an assignment for the benefit of creditors or shall admit in writing enter into a composition agreement with its inability to pay its debts generally as they become duecreditors, or if Tenant's the interest of the Concessionaire in this Lease the Properties is attached, levied upon, or seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) daysby legal process; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding 8. Xxxxx assign this Lease in violation of the terms hereof; 9. Shall under-report revenue on monthly income statements, or any other financial reports, or shall misrepresent the source of revenue in such reports furnished to the Department; 10. Shall fail to remain authorized to do business of the type and nature required in this Lease in the State of Ohio; and/or 11. Its principal(s) or officers(s), if the Concessionaire is a corporation, or its partners(s) if the Concessionaire is a partnership, are convicted of any theft offense; B. If the Concessionaire is determined to be in default of the Lease by the Director, and in any of such cases, immediately or at any time thereafter, at the option of the Director, the Department shall have the right to immediately reenter and take possession of the Properties, and, as the Director elects, either: 1. Declare this Lease to be terminated, in which event this Lease, all rights of the Concessionaire, and all duties of the Department shall immediately cease and terminate and the Department may possess and enjoy the Properties as though this Lease had never been made, without prejudice, however, to any and all rights of action against the Concessionaire the Department may have for rent, damages, or breach of covenant, in respect to which the Concessionaire shall remain and continue to be liable notwithstanding such termination; or 2. Relet the Properties, or any part thereof, for such term or terms and on such conditions as the Department determines for and on behalf of the Concessionaire, for the highest rental reasonably obtainable in the judgement of the Director, which reletting shall not be considered as a surrender or acceptance back of the Properties or a termination of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by and recover from the Concessionaire any Government Agency deficiency between the amount of the revocation or limitation of any licenserent, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof additional rent and all applicable notices other charges payable under this Lease, plus any expenses incurred by the Department in connection with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace periodrepairs, or does not require notice alterations the Director deems necessary or appropriate to be given to trigger an event of default thereunder make in connection with such reletting, all costs incurred in actually reletting the Properties and sums expended for reasonable attorney's fees; but the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder Director shall be made and performed within such time periods so as under no duty to comply with relet the terms of the Facility MortgageProperties.

Default. Upon the The occurrence of any one or more of the following events at the option of Lender constitutes an event of default ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be) hereunder: (ia) Tenant's failure to pay when due any regularly scheduled Borrower defaults in the payment of Rent, principal or any other sum of money interest on the Note when and as the same shall become due and payable hereunder (whether as additional Rent by acceleration thereof or otherwise; (b) Borrower defaults in the performance or observance of any of the covenants and agreements contained in the Note (other than those relating to payment) and such failure is not cured within same shall remain unremedied for a period of five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) business days after receipt Borrower shall receive written notice of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default from Lender, unless such cure cannot reasonably be remedied completed within such said period, Tenant does then if a remedy is not commenced within thirty said time period and diligently and continuously prosecuted to completion within sixty (3060) days after Notice thereof commence such act or acts as shall be necessary to remedy following the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereofdefault; (ivc) if Tenant Borrower defaults in the performance or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment observance of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant covenants and agreements contained in any other contracts or its Parent, shall not have been set aside within ninety agreements between Borrower and Lender; (90d) days from the date of such petition or appointment, or if Tenant or its Parent Borrower makes an assignment for the benefit of creditors or shall admit admits in writing its inability to pay its debts generally as they become due; or Borrower files any petition for relief under the federal Bankruptcy Code; or any order, judgment or decree is entered adjudicating Borrower bankrupt or insolvent; (e) Borrower petitions or applies to any tribunal for the appointment of a trustee, receiver or liquidator of Borrower, or if Tenant's interest of any substantial part of the assets of or any proceedings for the voluntary liquidation and dissolution of Borrower under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in this Lease effect; (f) any such petition or application is attachedfiled, seized or made subject to any other judicial seizure such proceedings are commenced, against Borrower and Borrower by any act indicates its approval thereof, consent thereto or acquiescence therein, or any order, judgment or decree is entered appointing any such trustee, receiver or liquidator, or approving the petition in any such proceedings and such seizure order, judgment or attachment is not discharged within ninety decree remains unstayed and in effect for more than thirty (9030) days; (vg) if Tenant's fails to provide insurance coverage (any order, judgment or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent decree is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached entered in any proceeding in violation against Borrower decreeing the dissolution of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation Borrower and such event order, judgment or failure has a material adverse affect on the use or operation of the Leased Property; decree remains unstayed and in effect for more than thirty (ix30) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapseddays; or (xih) if Borrower defaults in the performance of any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgageherein.

Default. Upon the occurrence of any one or more Each and every of the following events ("Event will constitute default of Default"), Landlord shall have the right to exercise any rights or remedies available this agreement and result in this Lease, at law or in equity. Events of Default shall beits automatic termination: (i) Tenant's failure a. Failure to pay rent when due any regularly scheduled payment of Rentdue, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such the failure is not cured within five (5) days (or after written notice of such earlier period as set forth in this Paragraph 21(a));failure has been given to Lessee by the Board; or (ii) Tenant's failure b. Failure to pay when due perform any other payment terms or conditions of Rentthis Lease which are the responsibility of Lessee, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and if such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's written notice by the Board. If the failure is caused by events beyond the Lessee’s reasonable control, the Lessee shall so inform the Board and shall use due diligence to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy cure the default as soon as feasible and shall not thereafter diligently complete such act be considered in default; or c. Vacating or acts within a reasonable time, provided, however, abandoning the Premises in no event shall such cure period extend beyond one hundred eighty excess of five (1805) days after Notice thereof; (iv) if Tenant without previously notifying the Board in writing; except that a temporary closing for remodeling or its Parent becomes bankrupt or insolventrepairs, or files any debtor proceedingsfor a holiday shall not be deemed vacation or abandonment; or d. Adjudgement as a bankrupt, or files pursuant to any statute a decree or order, approving as properly filed, a petition in bankruptcy or insolvency answer asking reorganization of the Lessee under Federal Bankruptcy Laws as now or for reorganizationhereafter amended, or files a petition for under the appointment laws of a receiver or trustee for all or substantially all the State of its assetsWisconsin, shall be entered, and any such petition decree, judgment or appointment or if any of the foregoing are filed against Tenant or its Parent, order shall not have been vacated, stayed or set aside within ninety fifteen (9015) days from the date of such the entry or granting thereof; or e. Filing or admitting the jurisdiction of the court and the material allegations contained in, any petition or appointmentin bankruptcy, or if Tenant any petition pursuant or purporting to be pursuant to the Federal Bankruptcy Laws as now or hereafter amended, or the Lessee shall institute any proceedings or shall give its Parent makes an assignment consent to the institution of any proceedings for any relief of Lessee under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition of evidence; or f. Assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, application for or if Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior consent to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsedappointment of a receiver for Lessee; or (xi) if any Person acquires more than 9.8% g. An assignment, transfer, conveyance or other disposition of its interest in the Premises without the express written consent of the outstanding ownership interests Board; or h. Violation of Article 11, Environmental Pollutants. Additionally, after having obtained permission from a court of competent jurisdiction, the Board may re-enter the Leased Premises, remove all persons and property there from, and store such property in Tenant, which would, in Landlord's a public warehouse at the sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions cost of the Code. Notwithstanding the foregoingLessee, if without becoming liable for any applicable Facility Mortgage provides loss or damage, except for a shorter cure loss of damage resulting from willful or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms negligent acts of the Facility MortgageBoard, its employees or agents, and such re-entry will not release the Lessee from liability hereunder.

Default. Upon AND In the occurrence event that: BANKRUPTCY (fill in) (a) The LESSEE shall default in the payment of any one installment of rent or more of the following events ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure to pay when due any regularly scheduled payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) herein specified and such failure is not cured within five default shall continue for ten (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (510) days after receipt of Notice thereof from Landlord;written notice thereof; or (iiib) Tenant's failure to perform The LESSEE shall default in the observance or performance of any other of the termsLESSEE'S covenants, covenants agreements, or conditions contained in this Lease if obligations hereunder and such default shall not remedied be corrected within thirty (30) days after receipt of Notice written notice thereof; or (c) The LESSEE shall be declared bankrupt or insolvent according to law, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as any assignment shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment made of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an assignment LESSEE'S property for the benefit of creditors or creditors, then the LESSOR shall admit in writing its inability have the right thereafter, while such default continues, to pay its debts generally as they become duere-enter and take complete possession of the leased premises, or if Tenant's interest in to declare the term of this Lease is attachedlease ended, seized or made subject and remove the LESSEE'S effects, without prejudice to any remedies which might be otherwise used for arrears of rent or other judicial seizure default. The LESSEE shall indemnify the LESSOR against all loss of rent and other payments which the LESSOR may incur by reason of such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits termination during the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation residue of the terms of this Leaseterm. If the LESSEE shall default, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto whichafter reasonable notice thereof, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared observance or performance of any conditions or covenants on LESSEE'S part to be observed or become due performed under or by virtue of any of the provisions in any article of this lease, the LESSOR, without being under any obligation to do so and payable prior without thereby waiving such default, may remedy such default for the account and at the expense of the LESSEE. If the LESSOR makes any expenditures or incurs any obligations for the payment of money in connection therewith, including but not limited to, reasonable attorney's fees in instituting, prosecuting or defending any action or proceeding, such sums paid or obligations insured, with interest at the rate of six (6) percent per annum and costs, shall be paid to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of LESSOR by the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent LESSEE as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgageadditional rent.

Default. Upon This Senior Note and all amounts due hereunder shall become immediately due and payable in cash at the election of the Senior Subordinated Majority upon the occurrence at any time of any one or more of the following events of default ("individually, an “Event of Default")” and collectively, Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. “Events of Default shall be:Default”): (ia) Tenant's failure to pay default in the payment when due of any regularly scheduled payment portion of Rentthe Principal Amount or any Interest thereon; (b) the liquidation, termination of existence, dissolution or the appointment of a receiver or custodian for the Company or any part of its property if such appointment is not terminated or dismissed within thirty (30) days; (c) the institution against the Company or any endorser or guarantor of this Senior Note of any proceedings under the United States Bankruptcy Code or any other sum federal or state bankruptcy, reorganization, receivership, insolvency or other similar law affecting the rights of money payable hereunder (whether as additional Rent or otherwise) and such failure creditors generally, which proceeding is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied dismissed within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereoffiling; (ivd) if Tenant the institution by the Company or its Parent becomes bankrupt any endorser or insolventguarantor of this Senior Note of any proceedings under the United States Bankruptcy Code or any other federal or state bankruptcy, or files any debtor proceedingsreorganization, or files pursuant to any statute a petition in bankruptcy or receivership, insolvency or for reorganization, other similar law affecting the rights of creditors generally or files a petition for the appointment making by the Company or any endorser or guarantor of this Senior Note of a receiver composition or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an assignment or trust mortgage for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or if Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) dayscreditors; (ve) if Tenant's fails the material breach of any covenant set forth in the Note Purchase Agreement or this Senior Note which breach remains uncured ten (10) days after written notice thereof by any Noteholder to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunderthe Company; (vif) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture occurrence of substantially all an Event of its assetsDefault under the Junior Notes; (viig) if a Change the failure of Control occurs any of the Company’s representations or warranties set forth in Article II of the estate or interest of Tenant Note Purchase Agreement to be true and correct (i) in all respects on the Initial Closing Date (as defined in the Leased Property Note Purchase Agreement) or any (ii) in all material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; respects on each Subsequent Closing Date (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable defined in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000Note Purchase Agreement), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xih) if the occurrence of any Person acquires more than 9.8% event upon which, whether with the giving of notice, the passage of time or otherwise, would allow the Holder or holders of any indebtedness of the outstanding ownership interests in TenantCompany or any of its subsidiaries to accelerate or otherwise demand repayment or repurchase prior to the scheduled maturity thereof of any such indebtedness or the acceleration of any such indebtedness. Upon the occurrence of an Event of Default, which wouldthe Holder shall have then, in Landlord's sole but reasonable determinationor at any time thereafter, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions all of the Code. Notwithstanding rights and remedies afforded by the foregoing, if any Uniform Commercial Code as from time to time in effect in the State of Delaware or afforded by other applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagelaw.

Default. Upon the occurrence of If any one or more of the following events ("Event shall occur, same shall be an event of Default"), Landlord shall have the right to exercise any rights or remedies available in default under this Lease, at law or in equity. Events of Default shall be: (i1) TenantTenant shall voluntarily abandon the Premises or discontinue its operations on the Premises for a period of thirty (30) consecutive calendar days, other than as a result of casualty, condemnation or acts of force majeure; or (2) Any lien, claim or other encumbrance which is filed against Landlord's fee simple title to the Premises or the Improvements or both (other than that created by or through Landlord) is not removed, or if Landlord is not adequately secured by bond or otherwise with respect to any lien against the fee simple title of the Premises (other than that created by or through Landlord), within thirty (30) calendar days after Tenant has received notice thereof, or (3) Tenant shall fail to pay the Rent when due to Landlord and Tenant shall continue in its failure to pay make any such payments for a period of ten (10) calendar days after written notice is given to make such payments; or (4) Tenant shall fail to make any other payment required hereunder when due to Landlord and shall continue in its failure to make any regularly scheduled payment such other payments required hereunder for a period of Rent, or any other sum of money payable hereunder ten (whether as additional Rent or otherwise10) and calendar days after written notice is given to make such failure is not cured within five payments; or (5) days (or such earlier period as Tenant shall fail to keep, perform and observe each and every non- monetary promise, covenant and term set forth in this Paragraph 21(a)); Lease on its part to be kept, performed or observed within thirty (ii30) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) calendar days after receipt of Notice thereof from Landlord;written notice of default thereunder (except where fulfillment of its obligation requires activity over a greater period of time and Tenant 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 material interruption); or (iii6) Tenant's failure To the extent permitted by law, if Tenant makes an assignment for the benefit of creditors; or (7) To the extent permitted by law, if Tenant files a voluntary petition under Title 11 of the United States Code (the "Bankruptcy Code") or if such petition is filed against Tenant and an order for relief is entered and not dismissed within sixty (60) days or if Tenant files any petition or answer seeking, consenting to perform or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the Bankruptcy Code or any other present or future applicable federal, state or other statute or law; or (8) To the extent permitted by law, if within sixty (60) days after the commencement of any proceeding against Tenant seeking to have an order for relief entered against its as debtor or to adjudicate it a bankrupt or insolvent, or seeking any reorganization, arrangement, composition, readjustment or adjustment, winding-up, liquidation, dissolution or similar relief under the Bankruptcy Code or any other present or future applicable federal, state or other statute or law of any jurisdiction, domestic or foreign, such proceeding is not dismissed, or if, within sixty (60) days after the appointment, without the consent or acquiescence of Tenant, of any trustee, receiver, custodian, assignee, sequestrator or liquidator of Tenant, or of all of any of the termsPremises or any interest of Tenant therein, covenants such appointment is not vacated or conditions contained in this Lease if not remedied stayed on appeal or otherwise, or if, within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or if Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation expiration of any licensesuch stay, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) appointment if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsednot vacated; or (xi9) if any Person acquires Any revocation of the tax exempt status of Tenant or suspension thereof for more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice one hundred twenty (or lack thereof120) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagedays.

Default. Upon the occurrence Should MSGSA determine that Participant is in violation of any one or more of the following events ("Event terms of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure to pay when due any regularly scheduled payment of RentAgreement, or that a violation is threatened, MSGSA shall give written notice to Participant of such violation and demand corrective action sufficient to cure the violation and, where the violation involves injury to the Property resulting from any other sum use or activity inconsistent with the purpose of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure Agreement, to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other restore the portion of the terms, covenants or conditions contained in this Lease if not remedied Property so injured. If Participant fails to cure the violation within thirty (30) days after receipt of Notice thereofnotice thereof from MSGSA, or, if such default or under circumstances where the violation cannot reasonably be remedied cured within such period, Tenant does not within a thirty (30) days after Notice thereof commence day period, fail to begin curing such act or acts as shall be necessary to remedy violation within the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty thirty (18030) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolventday period, or files fail to continue to diligently cure such violation until finally cured, MSGSA may take any debtor proceedings, one or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any more of the foregoing are filed against Tenant following actions, at the discretion of MSGSA: 7.1.1 Bring an action at law or its Parentin equity of court of competent jurisdiction to enforce the terms of this Agreement, shall not have been set aside within ninety (90) days from to enjoin the date of such petition violation by temporary or appointmentpermanent injunction, or if Tenant or its Parent makes an assignment to recover any damages to which it may be entitled for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or if Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereofAgreement; 7.1.2 Withhold the Annual Incentive Payments, or a portion thereof, for any Year in which the default has occurred; and/or 7.1.3 Terminate this Agreement. In the event that this Agreement is terminated with Year(s) remaining on the Term, a penalty equal to twenty-five percent (viii25%) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required remaining Incentive Payments for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect remaining Years on the use or operation of the Leased Property; Term (ix“Termination Penalty”) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable shall be assessed by MSGSA on Participant. MSGSA’s rights under this Section apply equally in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation either actual or threatened violations of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of this Agreement, and Participant agrees that MSGSA’s remedies at law for any violation of the Facility Mortgageterms of this Agreement are inadequate and that MSGSA shall be entitled to the injunctive relief described in this Section, both prohibitive and mandatory, in addition to such other relief to which MSGSA may be entitled, including specific performance of the terms of this Agreement, without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies. MSGSA’s remedies described in this Section shall be cumulative and shall be in addition to all remedies now or hereafter existing at law or in equity.

Default. Upon It is expressly understood and agreed that if the occurrence of any one or more of the following events ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure to pay when due any regularly scheduled payment of Rentrents above, or any other sum part thereof, shall be in arrears, or if default shall be made in any of money payable hereunder the covenants of agreements herein contained to be kept by Tenant, Landlord may, at Landlord’s election, give Tenant ten (whether as additional Rent or otherwise) and such failure is not cured within five (510) days written notice of Landlord’s intent to terminate said Lease; provided however, that during said ten (or such earlier period 10) day period, Tenant may correct defaults as set forth in said notice and avoid forfeiture thereof. Upon termination of this Paragraph 21(a)); Lease pursuant to the preceding paragraph, Tenant shall peacefully surrender the premises to Landlord, and Landlord may upon such termination or at any time after such termination, without further notice, rent the Premises. If Tenant fails to peacefully surrender the Premises, the Landlord may repossess it by force, summary proceedings, ejectment, or otherwise and may dispossess Tenant and remove Tenant and all other persons and property from the Premises. At any time after such termination, Landlord may relet the Premises or any part thereof in the name of Landlord or otherwise for such term (iiwhich may be greater or lesser than the period which would otherwise have constituted the balance of the term of this Lease) Tenant's and on such conditions (which may include concessions or free rent) as Landlord, in Landlord’s discretion may determine and may collect and receive the rents therefor. Landlord shall in no way be responsible for or liable for any failure to pay when due any other payment of Rent, relet the Premises or any other sum of money payable hereunder (whether as additional Rent part thereof or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's for any failure to perform collect any other rent due upon such reletting. No such termination of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt shall relieve Tenant of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default Tenant’s liability and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assetsobligations under this Lease, and such petition liability and obligations shall survive any such termination. In the event of any such termination, whether or appointment not the Premises or if any of the foregoing are filed against Tenant or its Parent, part thereof shall not have been set aside within ninety (90) days from relet, Tenant shall pay to Landlord the date of such petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or if Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage rent required to be canceled or lapse) pursuant paid up by Tenant up to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation termination, and thereafter, Tenant, until the end of what would have been the term of this Lease in the absence of such event or failure has a material adverse affect on the use or operation of the Leased Propertytermination shall be liable to Landlord for, and shall pay to Landlord as and for liquidated and agreed damages for Tenant’s default; (ixA) if Tenant voluntarily ceases operation The equivalent of the Leased Property for its Intended Useamount of rent which would be payable under this Lease by Tenant if this Lease were still in full force and effect, except as a result of Casualty or partial or complete Condemnation;Less (xB) if Tenant fails to pay for money borrowed or for the deferred purchase price The net proceeds of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior reletting effected pursuant to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoingpreceding subparagraph, if any applicable Facility Mortgage provides after deducting all of Landlord’s reasonable expenses in connection with such reletting, including, but not limited to, all repossession costs, brokerage commissions, legal expenses, attorneys’ fees, alteration costs and expenses of preparation for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagereletting.

Default. Upon the occurrence of any one or more of the The following events (shall constitute an "Event of Default")" under the terms of this Lease: If the Tenant shall fail to timely pay, Landlord shall have the right to exercise when due, any rights rent or remedies available in other sums due under this Lease, at law and any such rent or in equity. Events of Default other sums shall be: (i) Tenant's failure to pay when due any regularly scheduled payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within remain unpaid for five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure the same becomes due; If the Tenant shall fail to observe or perform any other of the termscovenants, covenants terms or conditions contained of this Lease; The existence of any collusion, fraud, dishonesty or bad faith by or with the acquiescence of the Tenant, which in any way relates to or affects this Lease or the Premises; If at any time any material representation, statement, report or certificate made now or hereafter by the Tenant is not true and correct, or if at any time any statement or representation made by the Tenant is not remedied true and correct, and such representation, statement, report or certificate is not corrected within ten (10) days after written notice thereof; If all or a substantial part of the assets of the Tenant are attached, seized, subjected to a writ or distress warrant, or are levied upon, unless such attachment, seizure, writ, warrant or levy is vacated within thirty (30) days; If the Tenant is enjoined, restrained or in any way prevented by court order from performing any of its obligations hereunder or conducting all or a substantial part of its business affairs; or if a proceeding seeking such relief is not dismissed within thirty (30) days of being filed or commenced; If a notice of lien, levy or assessment is filed of record with respect to all or any part of the property of the Tenant by the United States, or any other governmental authority, unless contestable and actually and diligently contested in accordance herewith; If the Tenant shall file a voluntary petition for bankruptcy or for arrangement, reorganization or other relief under any chapter of the Federal Bankruptcy Code or any similar law, state or federal, now or hereafter in effect; If the Tenant shall file an answer or other pleading or any proceeding admitting insolvency, bankruptcy, or inability to pay its debts as they mature; If, within thirty (30) days after receipt the filing against it of Notice thereofany involuntary proceedings under the Federal Bankruptcy Code or similar law, orstate or federal, if now or hereafter in effect, the Tenant shall fail to have such default cannot reasonably be remedied within such periodproceeding vacated; If the Tenant shall fail to vacate, Tenant does not within thirty (30) days after Notice thereof commence such act following the entry thereof, any order appointing a receiver, trustee or acts as liquidator for it or all or a major part of its property, either on or off the Premises; If the Tenant shall be necessary to remedy adjudicated as bankrupt; If the default and Tenant shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes make an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become duedue or shall consent to the appointment of a receiver or trustee or liquidator of all or the major part of its property, or the Premises; If the Tenant shall die, or shall be judicially declared to be incompetent if a natural person, or if such Tenant is a firm, partnership, or corporation, be dissolved, terminated or merged, except as the same shall constitute an Assignment pursuant to Section 13 hereof to which the Landlord gives consent; If the Tenant shall sell, convey, transfer or assign all or a major portion of its inventory, fixtures or other personal property, either on or off the Premises, without replacing same with comparable equivalents within thirty (30) days; If the Tenant shall sell, convey, transfer or assign any of the Tenant's rights, title, or interest in the Premises or this Lease is attachedLease, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if unless with the consent of Landlord in accordance with Section 13 hereof; If the Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits abandons the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or Premises before the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation end of the terms Term; If the Tenant shall, at any time during the Term of this Lease, unless Tenant is contesting such lien or attachment fail to carry in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by full force and effect any Government Agency of the revocation or limitation insurance coverage required by Paragraph 20 of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagethis Lease.

Default. Upon 17.1 The Tenant covenants with the occurrence of Landlord that if the Tenant violates or neglects any one covenant, agreement or more stipulation herein contained on its part to be kept, performed or observed and any such default on the part of the following events ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure to pay when due any regularly scheduled payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) Tenant continues for 15 days after receipt of Notice written notice thereof from Landlord; to the Tenant by the Landlord (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereof, or, provided that if such default cannot reasonably be remedied within such period15 days, then the Tenant does shall not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary in default if the Tenant commences to remedy the default within such 15-day period and shall not thereafter diligently complete such act or acts within a proceeds with all reasonable timediligence), provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any payments of Rent or any part thereof, whether the same are demanded or not, are not paid within five days after written demand by the Landlord, then and in any such case the Landlord in addition to any other remedy now or hereafter provided by law may at its option cancel and annul this Lease forthwith and re-enter and may remove all persons and property and may use such force and assistance in making such removal as the Landlord may deem advisable to recover at once full and exclusive possession of the foregoing Premises and such re-entry will not operate as a waiver or satisfaction in whole or in part of any right, claim or demand arising out of or connected with any breach or violations by the Tenant of any covenant or agreement on its part to be performed. 17.2 If the Term or any renewal thereof or any of the goods or chattels of the Tenant are filed against at any time seized or taken in execution or attachment by any creditor of the Tenant or its Parent, shall not have been set aside within ninety (90) days from if the date of such petition or appointment, or if Tenant or its Parent Landlord makes an any assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, becomes bankrupt or if Tenant's interest in this Lease is attached, seized insolvent or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits takes the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation benefit of any licensebankruptcy or insolvency legislation, permit, certification or approval required the then current month’s Rent together with the Rent accruing for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation next three months will immediately become due and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000)payable, and the Term or any renewal thereof will at the option of the Landlord become forfeit and void, and it is lawful for the Landlord at any time thereafter to re-enter into or upon the Premises or any part thereof in the name of the whole and the same be declared to be or become due have again, repossess and payable prior enjoy as of its former estate, notwithstanding anything herein contained to the stated maturity thereof contrary and all applicable notices with respect thereto have been given and all applicable grace neither this Lease nor any interests therein nor any estate hereby created will pass or cure periods with respect thereto shall have lapsed; or (xi) if enure to the benefit of any Person acquires more than 9.8% of the outstanding ownership interests trustee in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status bankruptcy or treatment of Landlord any receiver or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder assignee for the same obligation as described above and provided such obligation is a concurrent obligation benefit of Tenant hereunder, then the provisions for notice (creditors or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations otherwise by operation of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagelaw.

Default. Upon the The occurrence of any one or more of the following events shall ------- constitute an event of default on the part of Tenant ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be:): (ia) The abandonment of the Premises by Tenant's failure ; (b) Failure to pay when due any regularly scheduled payment installment of Base Rent, Additional Rent or any other sum monies due and payable hereunder, said failure continuing for a period of money payable hereunder (whether as additional 3 days after Tenant's receipt of written notice that the same is due, provided, that such notice may be combined at Landlord's option with any legal notice, including but not limited to a Three Day Notice to Pay Rent or otherwise) and such failure is not cured within five (5) days (Quit or such earlier period as set forth other notice given in this Paragraph 21(a))regard to unlawful detainer remedies.; (iic) Tenant's failure to pay when due any other payment of Rent, A general assignment by Tenant or any other sum guarantor for the benefit of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlordcreditors; (iiid) Tenant's failure to perform any other The filing of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a voluntary petition in bankruptcy by Tenant or insolvency any guarantor, the filing of a voluntary petition for an arrangement, the filing of a petition, voluntary or involuntary, for reorganization, or files a the filing of an involuntary petition for by Tenant's creditors or guarantors; (e) Receivership, attachment, of other judicial seizure of the appointment of a receiver Premises or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or if Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) daysassets on the Premises; (vf) if Tenant's fails Failure of Tenant to provide maintain insurance coverage as required by Paragraph 8.2 (or allows provided, however, that such coverage to be canceled or lapsefailure must continue for five (5) pursuant to its obligation hereundercalendar days after written notice before such default shall have occurred) ; (vig) Failure in the performance of any of Tenant's covenants, agreements or obligations hereunder (except those failures specified as events of Default in other Paragraphs of this Paragraph 13.1 which shall be governed by such other Paragraphs), which failure continues for 10 days after written notice thereof from Landlord to Tenant provided that, if Tenant or its Parent is liquidated or dissolvedhas exercised reasonable diligence to cure such failure and such failure cannot be cured within such 10 day period despite reasonable diligence, Tenant shall not be in default under this subparagraph unless Tenant fails thereafter diligently and continuously to prosecute the cure to completion; and (h) Any transfer of a substantial portion of the assets of Tenant, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture incurrence of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Leaseobligation by Tenant, unless Tenant such transfer or obligation is contesting such lien undertaken or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable incurred in the ordinary course of Tenants business on customary trade terms) or any guaranty relating thereto whichin good faith for equivalent consideration, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgageconsent.

Default. Upon the occurrence and during the continuation of any one or more of the following events ("“Event of Default"), Landlord ”): (a) the Mortgagor shall have fail to perform or observe any agreement or other obligation to the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure to pay when due any regularly scheduled payment of Rent, or any other sum of money payable Mortgagee hereunder (whether as additional Rent or otherwise) and such failure is not cured within five fifteen (515) days after the Mortgagee sends written notice to the Mortgagor (“Cure Period”) ; (b) any of the Mortgaged Property shall be sold, mortgaged, transferred, leased or otherwise disposed of without the Mortgagee’s prior written consent and such earlier period circumstances are not cured within the Cure Period; (c) the Mortgaged Property or any portion thereof shall be damaged, confiscated or appropriated for public use or its value shall be substantially diminished and such circumstances are not cured within the Cure Period; (d) there shall occur an Event of Default under and as set forth defined in this Paragraph 21(a)); the Loan Documents or the Mortgagge shall otherwise become entitled to realize upon the Mortgagged Property under the Loan Documents or any other agreement between the Mortagee and the Mortgagor or the Debtor and the Mortgagee; the Mortgagee may, without regard to whether the Indebtedness is then due, immediately foreclose the mortgage created hereunder in accordance with applicable laws and regulations and/or, to the greatest extent permitted by applicable laws, dispose of the whole or any part of the Mortgaged Property either at public auction or by private sale. At any such sale the Mortgagee may bid for or purchase the whole or part of the Mortgaged Property so sold without liability to account to the Mortgagor or the Debtor with respect to any subsequent income earned therefrom or the disposal thereof. The Mortgagor hereby expressly agrees and consents that, to the greatest extent permitted by applicable laws, after the occurrence of any Event of Default, the Mortgagee may dispose of the Mortgaged Property by private sale at the then current market value thereof, as determined in good faith by the Mortgagee. The Mortgagor hereby undertakes that it shall (i) cooperate with the Mortgagee and the party or parties which purchase the Mortgaged Property through public auction or by private sale (“the Purchaser”) by executing all documents and filing all applications necessary for the registration of such Purchaser as owner of the Mortgaged Property and (ii) Tenant's failure fulfill any and all obligations arising from or in connection with the transfer of the Mortgaged Property to pay when due the Purchaser. The proceeds from any sale of the Mortgaged Property shall, after deduction of all costs and expenses incurred by the Mortgagee in making such sale, be applied to the repayment of the Indebtedness and all other payment of Rentobligations, or any other sum of money payable hereunder (whether as additional Rent costs and expenses owing to the Mortgagee hereunder, under the Loan Documents or otherwise) and such failure is , whether or not cured within five (5) days after receipt then due, and/or may be held in whole or in part by the Mortgagee pending the expiry of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of contingent liability undertaken by the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition Mortgagee for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or if TenantMortgagor's interest in this Lease is attached, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate Debtor's account (“Contingent Obligations”). In the event that such sales proceeds are insufficient to cover all sums due or interest of Tenant in to become due to the Leased Property or any material part thereof is voluntarily or involuntarily transferredMortgagee, assignedplus the Mortgagee's potential liability under the Contingent Obligations, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use Mortgagor or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to Debtor shall immediately pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of Mortgagee the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack balance thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgage.

Default. 17.1 Upon the occurrence occurrence, at any time prior to or during the Term, of any one or more of the following events ("Event referred to as, the “Events of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be:”): (i) Tenant's failure to pay if Tenant shall default in the payment when due of any regularly scheduled installment of Rent or in the payment when due of any additional rent, and such default shall continue for a period of seven (7) days after notice by Landlord to Tenant of such default; or (ii) if Tenant shall default in the observance or performance of any term, covenant or condition of this Lease on Tenant’s part to be observed or performed (other than the covenants for the payment of RentRent and additional rent) and either (a) Tenant shall fail to remedy such default within ten (10) business days after notice by Landlord to Tenant of such default, or any other sum (b) if such default is of money payable hereunder such a nature that it cannot be completely remedied within said period of ten (whether as additional Rent or otherwise10) business days, Tenant shall not commence the cure of such default within said period of ten (10) business days, and thereafter fails to diligently prosecute to completion all steps-necessary to remedy such failure is not cured default and completely remedy such default within five sixty (560) days (or such earlier longer period as set forth in this Paragraph 21(a)); (iimay be reasonably required to remedy such default as mutually agreed to) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof the notice from Landlord;; or (iii) if Tenant shall default in the observance or performance of any term, covenant or condition on Tenant's failure ’s part to perform be observed or performed under any other lease with Landlord or Landlord’s predecessor in interest of space in the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereof, or, if Building and such default cannot reasonably be remedied within shall continue beyond any grace period set forth in such period, Tenant does not within thirty (30) days after Notice thereof commence other lease for the remedying of such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof;default; or (iv) if the Premises shall become deserted or abandoned; or (v) if Tenant’s interest in this Lease shall devolve upon or pass to any person, whether by operation of law or otherwise, except as may be expressly permitted under Article 12 hereof; or (vi) if Tenant shall file a voluntary petition in bankruptcy or its Parent becomes insolvency, or shall be adjudicated a bankrupt or insolvent, or files shall file any debtor proceedingspetition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes make an assignment for the benefit of creditors or shall admit seek or consent to or acquiesce in writing its inability to pay its debts generally as they become duethe appointment of any trustee, receiver or if Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if liquidator of Tenant or its Parent is liquidated of all or dissolved, or begins proceedings toward such liquidation or dissolution, any part of Tenant’s property; or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if if, within thirty (30) days after the commencement of any proceeding against Tenant, whether by the filing of a Change of Control occurs petition or otherwise, seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the estate or interest of Tenant in the Leased Property present or any material future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, such proceeding shall not have been dismissed, or if, within thirty (30) days after the appointment of any trustee, receiver or liquidator of Tenant, or of all or any part thereof is voluntarily of Tenant’s property, without the consent or involuntarily transferredacquiescence of Tenant, assignedsuch appointment shall not have been vacated or otherwise discharged, conveyed, levied upon or attached in if any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien execution or attachment in good faith in accordance with Paragraph 26 hereof;shall be issued against Tenant or any of Tenant’s property pursuant to which the Premises shall be taken or occupied or attempted to be taken or occupied; or (viii) if there within any twelve (12) consecutive calendar month period, Tenant shall have on three (3) or more occasions failed to pay Rent or additional rent when due hereunder, or Landlord has been a final unappealable determination by had grounds to commence more than two summary proceedings; then, upon the occurrence, at any Government Agency of time prior to or during the revocation or limitation Term, of any license, permit, certification one or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time more of such loss or limitation and such event or failure has Events of Default, Landlord, at any time thereafter, at Landlord’s option, may give to Tenant a material adverse affect on the use or operation five (5) business days’ written notice of the Leased Property; (ix) if Tenant voluntarily ceases operation termination of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto whichthis Lease and, in the aggregateevent such notice is given, exceeds Two Hundred Fifty Thousand Dollars ($250,000), this Lease and the Term shall come to an end and expire (whether or not the Term shall have commenced) upon the expiration of said five (5) business days with the same effect as if the date of expiration of said five (5) business days were the Expiration Date, but Tenant shall remain liable for damages as provided for in Article 18 hereof. 17.2 If, at any time, (i) Tenant shall be declared to be comprised of two (2) or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto more persons, or (ii) Tenant’s obligations under this Lease shall have been given and all applicable grace guaranteed by any person other than Tenant, or cure periods with respect thereto (iii) Tenant’s interest in this Lease shall have lapsed; or been assigned, the word “Tenant”, as used in clauses (xivi) if and (vii) of Section 17.1, shall be deemed to mean any Person acquires one or more than 9.8% of the outstanding ownership interests persons primarily or secondarily liable for Tenant’s obligations under this Lease. Any monies received by Landlord from or on behalf of Tenant during the pendency of any proceeding of the types referred to in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect said clauses (vi) and (vii) shall be deemed paid as compensation for the status use and occupation of the Premises and the acceptance of any such compensation by Landlord shall not be deemed an acceptance of Rent or treatment a waiver on the part of Landlord or its Parent as a real estate investment trust of any rights under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagesaid Section 17.1.

Default. Subcontractor shall be in default of this Agreement if at any time during the progress of work Subcontractor shall be adjudged a bankruptcy, or shall file or there is filed against it any proceeding under the Federal Bankruptcy laws, or shall make a general assignment for the benefit of creditors, or shall become insolvent or have a receiver appointed on account of its insolvency, or shall become delinquent with respect to contributions of payments required to be made to any health, welfare, pension, vacation, apprenticeship or other employee benefit program or trust, or fails to provide adequate assurance pursuant to Section 14.1.1 or if Subcontractor fails or refuses to supply sufficient properly skilled workers or sufficient materials of proper quality, or otherwise fails or refuses to prosecute diligently the work described herein or shall fail to perform fully any of the provisions of this Agreement. Upon the occurrence of any one such events of default, Contractor shall give written notice of such default to Subcontractor and its surety, if any. If Subcontractor fails to cure said default within twenty-four (24) hours after giving of such notice, Contractor shall, at its option and without prejudice to any right or more of the following events ("Event of Default"), Landlord shall remedy it may have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events , have the right to any or all of Default shall bethe following remedies: (ia) Tenant's failure to pay when due any regularly scheduled payment supply such number of Rentworkers and quantity of materials, equipment and other facilities as Contractor deems necessary for the completion of Subcontractor’s work, or any other sum of money payable hereunder (whether as additional Rent part thereof which Subcontractor has failed to complete or otherwise) perform, and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure charge the cost thereof to pay when due any other Subcontractor, who shall be liable for the payment of Rentsame including reasonable overhead, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assetsprofit, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or if Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except actual attorneys’ fees incurred as a result of Casualty or partial or complete CondemnationSubcontractor’s failure of performance; (xb) if Tenant fails contract with one or more additional subcontractors to pay for money borrowed or perform such part of Subcontractor’s work as Contractor shall determine will provide the most expeditious completion of the total work and charge the cost thereof to Subcontractor, who shall be liable for the deferred purchase price payment of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto whichsame including reasonable overhead, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000)profit, and the same be declared actual attorneys’ fees incurred as a result of Subcontractor’s failure of performance; and (c) withhold payment to be or become due and payable prior Subcontractor pending corrective action to the stated maturity thereof extent required by and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% to the satisfaction of Contractor. In the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for an emergency or conditions affecting the same obligation safety of persons or property, Contractor may proceed as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagewithout notice.

Default. Upon the occurrence of any one or more of the following events ("Event of Default"), Landlord 12.1 Licensor shall have the right to exercise terminate immediately this Agreement without affecting any other rights or remedies available in this Lease, at law or in equity. Events of Default shall beremedies: (i) Tenant's failure to pay when due immediately upon notice, if (a) any regularly scheduled payment of Rentbankruptcy, or insolvency proceedings should be commenced by Licensee or a substantial part of the assets or property of Licensee passes into the hands of any other sum receiver, assignee, officer of money payable hereunder the law or creditor or (whether as additional Rent b) any proceeding shall be instituted by or otherwiseagainst Licensee seeking to adjudicate it bankrupt or insolvent, under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, and, in the case of any such proceeding instituted against it (but not instituted by it), such proceeding shall remain undismissed or unstayed for sixty (60) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a))days; (ii) Tenant's failure immediately upon notice, if Licensee admits its inability to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether its debts as additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlordthey become due; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereof, orimmediately upon notice, if such default cannot reasonably be remedied within such periodLicensee renounces, Tenant does not within thirty (30) days after Notice thereof commence such act abandons or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereofmaterially reduces its operations under this Agreement; (iv) if Tenant Licensee fails to make any Royalty payment or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or if Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure payment of money due hereunder and such seizure or attachment is not discharged fails to cure the same within ninety (90) daysten days of receipt of written notice thereof from Licensor; (v) if Tenant's Licensee otherwise fails to provide insurance coverage comply with any other material provision of this Agreement, including without limitation any provision relating to quality control or compliance with applicable laws and fails to cure such default within (or allows such coverage to be canceled or lapsea) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of time period applicable thereto under the terms of this LeaseAgreement, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viiib) if there has been a final unappealable determination by no time period shall be provided, then within thirty days of receipt of written notice from Licensor. In the event that any Government Agency of the revocation or limitation of any licensesuch non-compliance (A) shall not be remediable within such thirty day period then, permitprovided that Licensee promptly commences and diligently pursues such remedial steps as are necessary, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto Licensee shall have lapsed; or (xi) if any Person acquires such additional time as is necessary to effect such remedy, but in no event more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace periodan additional 90 days, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereofB) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within of a character which is not remediable such time periods so as default shall not be subject to comply with the terms of the Facility Mortgagecure by Licensee.

Default. Upon (A) If (i) Tenant fails to pay any installment of Base Rent when due, (ii) Tenant fails to pay any Additional Rent when due and such failure continues for a period of ten (10) days after written notice from Landlord, (iii) Tenant abandons or vacates the occurrence Premises, (iv) Tenant fails to observe or perform any of Tenant's other obligations herein contained and such failure continues for more than fifteen (15) days after written notice from Landlord or such longer period as may be necessary so long as Tenant has commenced curing such default and is using diligent efforts to cure the same, (v) Tenant commits an act of bankruptcy or files a petition or commences any one proceeding under any bankruptcy or more insolvency law, (vi) a petition is filed or any proceeding is commenced against Tenant under any bankruptcy or insolvency law and is not dismissed within thirty (30) days, (vii) Tenant is adjudicated a bankrupt, (viii) a receiver or other official is appointed for Tenant or for a substantial part of Tenant's assets or for Tenant's interests in this Lease, or (ix) any attachment or execution is filed or levied against a substantial part of Tenant's assets or Tenant's interests in this Lease or any of Tenant's property in the following events Premises which is not dismissed or satisfied within forty-five ("45) days, then in any such event, an “Event of Default")” shall be deemed to exist and Tenant shall be in default hereunder, and, at the option of Landlord, in addition to all other legal and equitable remedies: (a) the balance of the Base Rent and all Additional Rent and all other sums to which Landlord is entitled hereunder shall be deemed to be due payable and in arrears, as if payable in advance hereunder; or (b) this Lease and the Term shall, without waiver of Landlord's other rights and remedies, terminate without any right of Tenant to save the forfeiture. Any acceleration of the rent by Landlord shall not constitute a waiver of any right or remedy of Landlord, and if Tenant shall fail to pay the accelerated rent upon Landlord's demand, then Landlord may thereafter terminate this Lease, as aforesaid. Immediately upon such termination by Landlord, Landlord shall have the right to exercise recover possession of the Premises with or without legal process, breaking locks and replacing locks, and removing Tenant's and any rights third party's property therefrom, and making any disposition thereof as Landlord may deem commercially reasonable. (B) Following such termination, Landlord shall have the unrestricted right to lease the Premises or remedies any part thereof to any person and pursuant to any terms as Landlord may elect, but Landlord shall have no obligation to rent the Premises so long as Landlord (or any related entity) has other comparable vacant space available for leasing in this Lease, at law or in equity. Events the general geographical area of Default shall be:the Premises. (C) Tenant expressly waives: (i) Tenant's failure to pay when due any regularly scheduled payment all rights under the Landlord and Tenant Act of Rent1951, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); all supplements and amendments thereto; and (ii) Tenant's failure the right to pay when due any other payment of Rent, three (3) months’ or any other sum of money payable hereunder fifteen (whether as additional Rent 15) or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt days’ notice required under certain circumstances by the Landlord and Tenant Act of Notice thereof, or, if such default cannot reasonably be remedied within such period1951, Tenant does not within thirty hereby agreeing that the respective notice periods provided for in this Lease shall be sufficient in either or any such case. (30D) days after Notice thereof commence such No act or acts as forbearance by Landlord shall be necessary deemed a waiver or election of any right or remedy by Landlord with respect to remedy Tenant's obligations hereunder, unless and to the default extent that Landlord shall execute and deliver to Tenant a written instrument to such effect, and any such written waiver by Landlord shall not thereafter diligently complete such act constitute a waiver or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition relinquishment for the appointment future of a receiver any obligation of Tenant. Landlord's acceptance of any payment from Tenant (regardless of any endorsement on any check or trustee for all or substantially all of its assetsany writing accompanying such payment) may be applied by Landlord to Tenant's obligations then due hereunder any priority as Landlord may elect, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, acceptance by Landlord shall not have been set aside within ninety (90) days from the date operate as an accord and satisfaction or constitute a waiver of such petition any right or appointment, or if Tenant or its Parent makes an assignment for the benefit remedy of creditors or shall admit in writing its inability Landlord with regard to pay its debts generally as they become due, or if Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation obligations hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgage.

Default. Upon the occurrence of If any one or more of the following events (each, a "Event of Servicing Default") shall occur and be continuing: (a) any failure by the Master Servicer to deposit into any Collection Account or the Trustee Collection Account any deposit required to be made under the terms of this Agreement that continues unremedied for a period of five (5) Business Days after the date upon which written notice of such failure shall have been given to the Master Servicer by the Issuer or the Indenture Trustee; or (b) any failure on the part of the Master Servicer to duly observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in this Agreement, which failure materially and adversely affects the interests of any Securityholder, and which failure continues unremedied for a period of 45 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Issuer or the Indenture Trustee; or then, in the case of paragraphs (a) or (b), Landlord the Master Servicer shall immediately notify the Indenture Trustee and the Owner Trustee in writing thereof and, for so long as such Servicing Default shall not have been remedied by the Master Servicer, then the Issuer or the Indenture Trustee may, by notice then given in writing to the Master Servicer, terminate all rights and obligations of the Master Servicer hereunder, other than the Master Servicer’s right to receive servicing compensation and reimbursement of expenses hereunder during any period prior to the date of such termination, and the Indenture Trustee, the Owner Trustee or the Issuer may exercise any rights or and all other remedies available in this Lease, at law or in equity. Events Any such notice to the Indenture Trustee shall also be given to each Rating Agency and the Issuer. Subject to Section 7.02, on or after receipt by the Master Servicer of Default such written notice in the case of paragraphs (a) or (b), all authority and power of the Master Servicer under this Agreement shall be: pass to and be vested in the Indenture Trustee as pledgee of the Mortgage Loans pursuant to this Section. Without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney in-fact or otherwise, any and all documents or other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination under paragraphs (ia) Tenant's failure or (b), whether to pay when due any regularly scheduled payment complete the transfer and endorsement of Renteach Mortgage Loan or the related Mortgage Documents or Related Documents, or any other sum otherwise. The Master Servicer agrees to cooperate fully with the Owner Trustee and the Indenture Trustee, as the case may be, in effecting the termination under paragraphs (a) or (b) of money payable hereunder (whether as additional Rent or otherwise) the rights and such failure is not cured within five (5) days responsibilities of the Master Servicer hereunder, including the transfer to the Indenture Trustee (or such earlier period as set forth in this Paragraph 21(a)); (iiother applicable successor) Tenant's failure for the administration by it of all cash relating to pay when due any other payment of Rentthe Mortgage Loans that shall at the time be held by the Master Servicer for deposit into the Collection Account, or any other sum of money payable hereunder that have been thereafter received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (whether including attorneys’ fees) incurred in connection with amending this Agreement to reflect such succession as additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure Master Servicer pursuant to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as Section shall be necessary to remedy paid by the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty predecessor Master Servicer (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parentpredecessor Master Servicer is the Indenture Trustee, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or if Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, orinitial Master Servicer and, in any mannerevent, permits if the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or initial Master Servicer cannot pay any material part thereof is voluntarily or involuntarily transferredsuch amount, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency Section 3.05 of the revocation or limitation Indenture) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding any termination of the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to receive, out of any license, permit, certification or approval required for the lawful operation late collection of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect payment on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become Mortgage Loan that was due and payable prior to the stated maturity notice terminating the Master Servicer’s rights and obligations hereunder and received after such notice, that portion thereof to which the Master Servicer would have been entitled hereunder, its Servicing Fee in respect thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of other amounts payable to the outstanding ownership interests in Tenant, Master Servicer hereunder the entitlement to which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Codearose prior to such termination. Notwithstanding the foregoing, a delay in or failure of performance under paragraph (a) or (b) above, after the expiration of the applicable grace periods, shall not constitute a Servicing Default if such delay or failure could not have been prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an Act of God, any applicable Facility Mortgage provides for a shorter cure act of the public enemy, declared or grace periodundeclared war, public disorder, rebellion or sabotage, or does epidemic, landslide, lightning, fire, hurricane, earthquake or flood. The preceding sentence shall not require notice relieve the Master Servicer from using reasonable efforts to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is perform its obligations hereunder in a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply timely manner in accordance with the terms hereof, and the Master Servicer shall provide the Owner Trustee, the Indenture Trustee and the Securityholders with notice of the Facility Mortgagesuch failure or delay by it, together with a description of its efforts to so perform its obligations.

Default. Upon In the occurrence of any one or more of the following events ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be:event that: AND BANKRUPTCY (ia) Tenant's failure to pay when due any regularly scheduled The LESSEE shall default in the payment of Rent, (fill in) any installment of rent or any other sum of money payable hereunder (whether as additional Rent or otherwise) herein specified and such failure is not cured within five default shall continue for ten (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (510) days after receipt of Notice thereof from Landlord;written notice thereof; or (iiib) Tenant's failure to perform The LESSEE shall default in the observance or performance of any other of the termsLESSEE's covenants, covenants agreements, or conditions contained in this Lease if obligations hereunder and such default shall not remedied be corrected within thirty (30) days after receipt of Notice written notice thereof; or (c) The LESSEE shall be declared bankrupt or insolvent according to law, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as any assignment shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment made of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an assignment LESSEE's property for the benefit of creditors or creditors, then the LESSOR shall admit in writing its inability have the right thereafter, while such default continues, to pay its debts generally as they become duere-enter and take complete possession of the leased premises, or if Tenantto declare the term of this lease ended, and remove the LESSEE's interest in this Lease is attachedeffects, seized or made subject without prejudice to any remedies which might be otherwise used for arrears of rent or other judicial seizure default. The LESSEE shall indemnify the LESSOR against all loss of rent and other payments which the LESSOR may incur by reason of such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits termination during the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation residue of the terms of this Leaseterm. If the LESSEE shall default, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto whichafter reasonable notice thereof, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared observance or performance of any conditions or covenants on LESSEE's part to be observed or become due performed under or by virtue of any of the provisions in any article of this lease, the LESSOR, without being under any obligation to do so and payable prior without thereby waiving such default, may remedy such default for the account and at the expense of the LESSEE. If the LESSOR makes any expenditures or incurs any obligations for the payment of money in connection therewith, including but not limited to, reasonable attorney's fees in instituting, prosecuting or defending any action or proceeding, such sums paid or obligations insured, with interest at the rate of 12 percent per annum and costs, shall be paid to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of LESSOR by the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent LESSEE as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgageadditional rent.

Default. Upon the The occurrence of any one or more of the following events shall constitute a default ("Event hereinafter sometimes called “Event(s) of Default")”) by Tenant and a breach of this Lease: a. Failure of Tenant to pay Monthly Base Rent, CAM, Impositions or any other charge or sum to be paid to Landlord by Tenant when due and payable under the terms of this Lease and such failure continues after ten (10) days written notice; provided, however, Landlord shall have the right not be obligated to exercise give written notice of default more than twice in any rights or remedies available in this Lease, at law or in equity. Events Lease Year. b. Failure of Default shall be: (i) Tenant's failure Tenant to pay when due any regularly scheduled payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform comply with any other of the termsrules, covenants or regulations, agreements, covenants, terms and conditions contained in this Lease if not remedied within thirty or referred to herein (30other than the failure to pay sums of money) for a period of fifteen (15) days after receipt Landlord has notified Tenant of Notice thereof, or, the default(s) provided that if such default canis not reasonably be remedied susceptible of being cured within such fifteen (15) day period, the time permitted Tenant does not within thirty (30to cure the default(s) days after Notice thereof commence such act or acts shall be extended for as long as shall be reasonably necessary to remedy the default and shall not thereafter diligently complete cure such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (ivdefault(s) if Tenant commences promptly and proceeds diligently to cure such default(s); provided, always, that such period for curing any default shall not be so extended as to jeopardize the interest of Landlord in the Premises or its Parent becomes bankrupt Building or insolvent, other property of Landlord or files so as to subject Landlord to any debtor proceedings, civil or files criminal liabilities. c. Filing by or against Tenant in any court pursuant to any statute statute, either of the United States or of any state, of a petition in bankruptcy or insolvency insolvency, or for reorganization, or files a petition for the any arrangement or for appointment of a receiver or trustee for trustees of all or substantially all a portion of its assets, and such petition Tenant’s property or appointment or if should Tenant make any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors its creditors; provided, that if the action or shall admit in writing its inability to pay its debts generally as they become dueproceeding be against Tenant, or if Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same shall not be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder if the petition shall be dismissed within six (6) months after commencement thereof. d. Dissolution or liquidation of Tenant, voluntary or involuntary, or the taking of possession of any of Tenant’s property by execution and levy of attachment. Any failure of Landlord to perform any of its obligations under this Lease shall not be considered a default unless Tenant shall have given Landlord at least a fifteen (15) day written notice and opportunity to cure the same, unless another time period is specifically provided for the same obligation as described above and provided in this Lease, or if such obligation cannot reasonably be performed or such failure reasonably cured within said period, Landlord shall have such additional time as is a concurrent reasonably necessary to perform the obligation of Tenant hereunder, then or cure the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagedefault.

Default. Upon the occurrence of any Any one or more of the following events (shall constitute an "Event of Default"), Landlord shall have the right to exercise any rights or remedies available in " under this Lease, at law or in equity. Events of Default shall be: (ia) Tenant's failure of Tenant to pay when due any regularly scheduled payment of Rent, or any other sum of money payable hereunder (whether as additional Additional Rent or otherwise) and such failure is not cured other charge due hereunder within five ten (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (510) days after receipt by Tenant of Notice thereof from Landlord;written notice that the same has not been paid; or , (iiib) Tenant's failure to perform any other of the terms, conditions or covenants or conditions contained in of this Lease if not remedied within to be observed or performed by Tenant for more than thirty (30) days after receipt of Notice written notice thereof, ; or, if such default performance cannot reasonably be remedied completed within such periodsaid thirty (30)days, Tenant does not failure to commence the performance within said thirty (30) days after Notice thereof commence such act and pursue the same diligently to completion, or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof;, (ivc) if Tenant shall file or its Parent becomes bankrupt or insolvent, or files have filed against it any debtor bankruptcy proceedings, or files take or have taken against it in any court pursuant to any statute statute, either of the United States or of any state, a petition in of bankruptcy or insolvency insolvency, or for reorganization, reorganization or files a petition for the appointment of a receiver or trustee for of all or substantially all a portion of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointmentTenant's property, or if Tenant or its Parent makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become duecreditors, or if Tenant's interest in this Lease is attachedpetitions for or enters into an arrangement; and shall not withdraw, seized or made subject to any other judicial seizure and such seizure have withdrawn, said filing or attachment is not discharged petition within ninety sixty (9060) days;days of the date of filing; or , (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vid) if Tenant shall abandon the Leased Premises (other than during periods of repair or its Parent is liquidated or dissolvedrenovation, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty casualty, force majeur, or partial or complete Condemnation; (xother events beyond the reasonable control of Tenant) if Tenant fails and shall fail to pay for money borrowed sums due hereunder in a timely manner, or suffer this Lease to be taken under any writ of execution. If an Event of Default occurs, the Landlord shall, upon proper observance of all requirements of law, have the right to enter the Leased Premises and take possession thereof and of all permanent improvements thereon and may remove all persons and property from the Leased Premises by force, summary action, or otherwise, and such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the deferred purchase price account of any material property or services (excluding trade accounts payable in Tenant. Tenant agrees to quit and deliver up possession of the ordinary course of business on customary trade terms) or any guaranty relating thereto whichProperty, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior including permanent improvements to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in TenantProperty, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagewhen this Lease terminates.

Default. Upon The provisions of Section 3 notwithstanding, in the occurrence event of default, the XXXXX Board of Directors may declare the entire unpaid amount of indebtedness evidenced by this Note, including interest, immediately due and payable. A default hereunder shall preclude further participation by the Fellow in the South Carolina Teaching Fellows Program. The following events in addition to those otherwise set forth herein and not by way of limitation, shall be considered a default hereunder: a) Failure to meet required GPA and credit hours; b) Failure to maintain satisfactory progress toward graduation with licensure to teach as defined by the institution and State of South Carolina; c) Failure to comply with any one or more of the following events ("Event of Default"), Landlord shall have the right terms and conditions stated herein; d) Failure to exercise any rights pursue a full-time program in teacher education or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure course work leading to pay when due any regularly scheduled payment of Rentteacher certification, or permanent withdrawal from college for any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a))reason; (iie) Tenant's failure Failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlordbe admitted to the college’s teacher education program by the junior year; (iiif) Tenant's failure Withdrawal or expulsion from the college or university; g) Failure to perform any other notify XXXXX of a change in the termsFellow’s name, covenants address, telephone number or conditions contained in this Lease if not remedied school enrollment status within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereofchange; (ivh) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant Failure to any statute a petition notify XXXXX in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside writing within ninety (90) days from of the date Fellow’s graduation of such petition or appointmentthe Fellow’s intentions concerning forgiveness of the indebtedness evidenced by this Note; i) Insolvency, or if Tenant or its Parent makes an assignment for the benefit of creditors or the filing of a petition in bankruptcy by or on behalf of the Fellow; j) Use of the proceeds of this Note for other than payment of costs of attendance at an institution of higher education participating in the South Carolina Teaching Fellows Program; k) Any representation, warranty or statement made or furnished to XXXXX by or on behalf of the Fellow in connection with this Note proving to have been false in any material respect when made or furnished; l) Failure to perform any obligation, liability or agreement contained or referred to herein, including adherence to the Repayment Schedule; m) Conviction or plea of guilty of a felony or other crime other than minor traffic violations. n) Failure to make a payment when due. o) Determination that the Fellow is illegally within the United States. Failure of the XXXXX Board of Directors or any subsequent holder of this Note to exercise any option available to said holder shall admit not constitute a waiver of the right to exercise such option in writing its inability to pay its debts generally the event of a future default. No delay or omission on the part of the XXXXX Board of Directors or any subsequent holder of this note in exercising any right hereunder shall operate as they become due, a waiver of such right or if Tenant's interest in this Lease is attached, seized or made subject to of any other judicial seizure right of such holder nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion. Upon default, XXXXX will notify the Fellow, in writing, of such default. The notice of default will be by certified mail, return receipt requested, and such seizure regular U.S. mail addressed to the Fellow at the last address on file with XXXXX. Refusal or attachment is not discharged within ninety non-delivery at that address shall be deemed delivery after seven (907) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved. Upon default, or begins proceedings toward such liquidation or dissolutionXXXXX may disclose that the Fellow has defaulted, oralong with other relevant information, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof surety and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagecredit bureau organizations.

Default. Upon the The occurrence of any one or more of the following events ("shall constitute an “Event of Default"), Landlord shall have the right to exercise any rights or remedies available in ” by Tenant under this Lease, at law or in equity. Events of Default shall be: (ia) Tenant's if Tenant shall fail to pay any Rent when due; provided, however, that any such failure to pay when due any regularly scheduled payment of Rent, or any other sum of money payable hereunder (whether Rent shall not constitute a default under this Lease so long as additional Rent or otherwise) and such failure is shall not cured within continue for more than five (5) days Business Days after written notice from Landlord to Tenant, except that if Landlord shall have sent to Tenant two (or such earlier period as set forth in this Paragraph 21(a)); (ii2) notices of default during the same calendar year due to Tenant's ’s failure to make payments of Rent and Tenant thereafter shall default in any obligation to pay when due any other payment Rent during the same calendar year, the same shall be deemed to be an Event of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within Default upon Landlord giving Tenant written notice thereof without the five (5) days after receipt of Notice thereof from Landlord;Business Day grace period set forth above; or (iiib) Tenant's failure if Tenant shall violate or fail to perform any other of the termsterm, covenants condition, covenant or conditions contained in agreement to be performed or observed by Tenant under this Lease if not remedied within other than those provided for in paragraph (a) above and such violation or failure shall continue for more than thirty (30) days after receipt of Notice thereof, orwritten notice thereof from Landlord plus such additional time, if any, as is reasonably necessary to cure the default if it is of such default a nature that Tenant determines in its reasonable discretion that it is curable but cannot reasonably be remedied cured in thirty (30) days, provided Tenant commences such cure within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete proceeds to cure such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof;default; or (ivc) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, commence any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Tenant or any of its debts under any law relating to bankruptcy, insolvency, reorganization, liquidation or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for Tenant or for all or any substantial part of the Premises; (d) if Tenant's interest in this Lease is attachedany case, seized proceeding or made subject other action against Tenant shall be commenced seeking to have an order for relief entered against Tenant as debtor, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Tenant or any of its debts under any law relating to bankruptcy, insolvency, reorganization, liquidation or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other judicial seizure similar official for Tenant or for all or any substantial part of its property, and such seizure case, proceeding or attachment is not discharged within ninety other action (90i) results in the entry of an order for relief against Tenant or (ii) remains undismissed for a period of sixty (60) days; (ve) if Tenant's fails to provide insurance coverage (Tenant shall admit in writing that it is insolvent or allows such coverage to be canceled or lapse) pursuant to its obligation hereunderif Tenant shall make an assignment for the benefit of creditors; (vif) if a lien is filed against the Premises, or Landlord’s estate therein, by reason of any work, labor, services or materials performed or furnished, or alleged to have been performed or furnished, to Tenant or anyone holding the Premises by, through or under Tenant, and Tenant fails to cause the same to be vacated and canceled of record, or bonded off, in accordance with the provisions of, and within the time period specified in, Section 4.11 hereof, and such failure shall continue for more than five (5) Business Days after written notice thereof from Landlord to Tenant; (g) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if shall fail to return to Landlord a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith properly executed statement in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any licenseprovisions of, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at and within the time of such loss or limitation period specified in, Section 10.4 hereof, and such event or failure has a material adverse affect on the use or operation of the Leased Property; shall continue for more than ten (ix10) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails Business Days after written notice thereof from Landlord to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsedTenant; or (xih) if following an Event of Default any Person acquires portion of the Deposit is applied in accordance with Article XII of this Lease and Tenant thereafter fails to replenish the Deposit as required and within the time period specified in said Article XII, and such failure shall continue for more than 9.8% of the outstanding ownership interests in ten (10) Business Days after written notice thereof from Landlord to Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgage.

Default. (a) Each of the following shall constitute an Event of Default hereunder: (i) if Lessee shall fail to pay when due any Rent or any other amount Lessee may be required to pay hereunder, and Lessee shall fail to remedy such default within seven (7) business days after written notice thereof has been given to Lessee by Lessor, provided that an Event of Default shall not be deemed to have occurred hereunder if Sublessee shall have timely disputed in good faith its obligation to pay such Rent or the amount thereof; or (ii) if Lessee shall default in the observance or performance of any term, covenant or condition of this Lease on Lessee's part to be observed, performed or complied with (other than the payment of Base Rent and Additional Rent and other amounts payable hereunder) and Lessee shall fail to remedy such default within thirty (30) days after written notice to cure, or, if such default is of such a nature that for reasons beyond Lessee's control it cannot be completely remedied within said period of thirty (30) days, then if Lessee (A) shall not promptly institute and thereafter diligently prosecute to completion all steps necessary to remedy the same and (B) shall not remedy the same within a reasonable time after the date of default; or (iii) if any event shall occur or any contingency shall arise whereby this Lease or the estate hereby granted or the unexpired balance of the Term would, except as expressly permitted herein, by operation of law or otherwise, devolve upon or pass to any person or entity other than Lessee, and Lessee shall fail to remedy such default within sixty (60) days after written notice thereof has been given to Lessee by Lessor; (b) Upon the occurrence of any one such Event of Default, Lessor may, in addition to exercising any other available rights or more remedies available to Lessor under law, give to Lessee notice of its intention to end the Term at the expiration of three (3) days from the date of the giving of such notice, and, in the event such notice is given, this Lease and the Term and estate hereby granted (whether or not the Term shall have commenced) shall terminate upon the expiration of said three (3) days with the same force and effect as if that day were the Expiration Date, provided, however, that Lessor and Lessee shall remain liable for the performance of their respective obligations hereunder which survive the termination of this Lease and for damages as provided in this Lease. 11.2. Notwithstanding anything to the contrary set forth herein, this Lease shall immediately terminate if any of the following events shall occur with respect to Lessee: ("Event of Default"), Landlord a) if Lessee shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure have applied for or consented to pay when due the appointment of a receiver, trustee or liquidator, or other custodian of Lessee, or any regularly scheduled payment of Rentits properties or assets, (ii) have made a general assignment for the benefit of creditors, (iii) have commenced a voluntary case for relief as a debtor under the United States Bankruptcy Code, or any other sum applicable federal or state laws, or filed a petition to take advantage of money payable hereunder any bankruptcy, reorganization, insolvency, readjustment of debts, dissolution or liquidation law or statute or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law, or (whether iv) be adjudicated a bankrupt or insolvent; or (b) if without the acquiescence or consent of Lessee, an order, judgment or decree shall have been entered by any court of competent jurisdiction approving as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rentproperly filed a petition seeking relief under the United States Bankruptcy Code, or any other sum applicable federal or state laws, or any bankruptcy, reorganization, insolvency, readjustment of money payable hereunder (whether as additional Rent debts, dissolution or otherwise) liquidation law or statute with respect to Lessee, or all or a substantial part of their respective properties or assets, and such failure is order, judgment or decree shall have continued unstayed and in effect for any period of not cured within five less than ninety (590) days days. Neither Lessee, nor any person claiming through or under Lessee or by reason of any statute or order of court shall, after receipt such termination, be entitled to possession of Notice thereof from Landlord; (iii) Tenant's failure the Demised Premises but shall forthwith quit and surrender the Demised Premises. Without limiting any of the foregoing provisions of this Section 10.2, if pursuant to perform the United States Bankruptcy Code, or any other applicable federal or state laws, Lessee is permitted to assign this Lease, Lessee agrees that adequate assurance of future performance by an assignee expressly permitted under such law shall be deemed to mean evidence in the form of financial statements prepared and certified by a certified public accountant that the assignee will have a net worth, after excluding the value of the leasehold, sufficient to meet the remaining obligations under this Lease. 11.3. In the event of any breach by Lessee or any persons claiming through or under Lessee of any of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days Lease, Lessor, after receipt the giving of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or if Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of notice required by the terms of this Lease and the expiration of any notice and cure periods hereunder, (a) shall be entitled to enjoin such breach and (b) shall have the right to invoke any right and remedy available at law or in equity or by statute or otherwise. The provisions of this Section 11.3 shall survive the expiration or sooner termination of this Lease. 11.4. If this Lease and the Term shall terminate as provided in Section 11.1 or in Section 11.2 above, unless Tenant is contesting such lien or attachment by or under any summary proceeding or any other action or proceeding or if Lessor shall re-enter the Demised Premises as hereinabove provided or by or under any summary proceeding or any other action or proceeding, then in good faith in accordance with Paragraph 26 hereofany of said events: (a) Lessee shall pay to Lessor all Base Rent, Additional Rent and other amount payable by Lessee hereunder to the date upon which this Lease and the Term shall have terminated or to the date of re-entry upon the Demised Premises by Lessor, as the case may be; (viiib) Lessor shall be entitled to retain all monies, if there has been a final unappealable determination any, paid by Lessee to Lessor, whether as advance Rent, security or otherwise, but such monies shall be credited by Lessor against any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use Rent due at the time of such loss termination or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Propertyre-entry or, at Lessor's option, against any damages payable by Lessee; (ixc) if Tenant voluntarily ceases operation Lessee shall be liable for and shall pay to Lessor, as damages, any deficiency between the Base Rent and Additional Rent payable hereunder for the period which otherwise would have constituted the unexpired portion of the Leased Property Term (conclusively presuming the Base Rent and Additional Rent to be at the same rate as was payable for its Intended Usethe year immediately preceding such termination or re-entry less any Additional Rent for such one-year period payable to Lessor by Lessee pursuant to Section 5.1 above) and the net amount, except as a result if any, of Casualty rents ("Net Rent") collected under any reletting effected by Lessor for any part of such period (after first deducting from the rents collected under any such reletting all of Lessor's reasonable expenses in connection with the termination of this Lease or partial Lessor's re-entry upon the Demised Premises and in connection with such reletting including all reasonable repossession costs, brokerage commissions, legal expenses, attorneys' fees, alteration or complete Condemnationsimilar costs and other expenses of preparing the Demised Premises for such reletting); (xd) if Tenant fails In the event that Lessor shall not have collected any monthly deficiencies as aforesaid, Lessor shall be entitled to recover from Lessee, and Lessee shall pay to Lessor, on demand, as and for money borrowed or liquidated and agreed final damages, a sum equal to the amount by which the Base Rent and Additional Rent payable hereunder for the deferred purchase price period which otherwise would have constituted the unexpired portion of the Term (conclusively presuming the Base Rent and Additional Rent to be at the same rate as was payable for the year immediately preceding such termination or re-entry less any Additional Rent for such one-year period payable to Sublessor by Sublessee pursuant to Section 5.1 above) exceeds the then fair and reasonable rental value of the Demised Premises for the same period, both discounted to present value at the rate of eight percent (8%) per annum. If before presentation of proof of such liquidated damages to any court, commission or tribunal, the Demised Premises, or any part thereof, shall have been relet by Lessor for the period which otherwise would have constituted the unexpired portion of the Term, or any part thereof, the amount of rent upon such reletting shall be deemed, prima facie, to be the fair and reasonable rental value for the part or the whole of the Demised Premises so relet during the term of the reletting; and (e) In no event shall Lessee be entitled to receive any excess of Net Rent over the sums payable by Lessee to Lessor hereunder, and in no event shall Lessee be entitled in any suit for the collection of damages pursuant to this Article to a credit in respect of any material property or services (excluding trade accounts payable in Net Rent from a reletting except to the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable extent actually received by Lessor prior to the stated maturity thereof commencement of such suit. 11.5. If a default by Lessee shall have occurred and all applicable notices be continuing with respect thereto have been given and all applicable grace to any obligations of Lessee under this Lease, Lessor may, at its option, upon reasonable prior notice to Lessee (unless Lessor reasonably believes there to be an emergency threatening Lessor's property outside the Demised Premises, or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of threatening substantial damage to Lessor's interest in the outstanding ownership interests in Tenant, which wouldDemised Premises as Lessor, in Landlord's sole but reasonable determinationwhich event no notice shall be required and Lessor may act immediately), adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder perform such obligations for the same obligation as described above account of, and provided such obligation is a concurrent obligation of Tenant hereunderat the expense of, then Lessee. The sums so paid or incurred by Lessor, in its sole discretion, together with interest at the provisions for notice (or lack thereof) rate specified in Section 3.3 hereof, costs and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder damages shall be made due from and performed within such time periods so paid by Lessee, as to comply with the terms Additional Rent, upon Lessee's receipt of the Facility Mortgagewritten demand therefor from Lessor.

Default. Upon In the occurrence of any one or more of the following events ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall beevent that: (ia) Tenant's failure to pay when due any regularly scheduled The LESSEE shall default in the payment of Rent, any installment of rent or any other sum of money payable hereunder (whether as additional Rent or otherwise) herein specified and such failure is not cured within five default shall continue for ten (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (510) days after receipt of Notice thereof from Landlord;written notice thereof; or (iiib) Tenant's failure to perform The LESSEE shall default in the observance or performance of any other of the termsLESSEE'S covenants, covenants agreements, or conditions contained in this Lease if obligations thereunder and such default shall not remedied be corrected within thirty (30) days after receipt of Notice written notice thereof; or (c) The LESSEE shall be declared bankrupt or insolvent according to law, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as any assignment shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment made of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an assignment LESSEE'S property for the benefit of creditors or creditors, then the LESSOR shall admit in writing its inability have the right thereafter, while such default continues, to pay its debts generally as they become duere-enter and take complete possession of the leased premises, or if Tenant's interest in to declare the term of this Lease is attachedlease ended, seized or made subject and remove the LESSEE'S effects, without prejudice to any remedies which might be otherwise used for arrears of rent or other judicial seizure default. The LESSEE shall indemnify the LESSOR against all loss of rent and other payments which the LESSOR may incur by reason of such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits termination during the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation residue of the terms of this Leaseterm, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of provided however the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is LESSOR shall be required to cease take reasonable steps to mitigate its operation of loss. If the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended UseLESSEE shall default, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto whichafter reasonable notice thereof, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared observance or performance of any conditions or covenants on LESSEE'S part to be observed or become due performed under or by virtue of any of the provisions in any article of this lease, the LESSOR, without thereby waiving such default, may remedy such default for the account and payable prior at the expense of the LESSEE. If the LESSOR makes any expenditures or incurs any obligations for the payment of money in connection therewith, including but not limited to, reasonable attorney's fees in instituting, prosecuting or defending any action or proceeding, such sums paid or obligations incurred, with interest at the rate of ten (10) per cent per annum and costs, shall be paid to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of LESSOR by the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent LESSEE as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgageadditional rent.

Default. (a) The following events shall be deemed to be events of default (herein so called) by Tenant under this Lease: (i) Tenant shall fail to pay any rental or other sum [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. payable by Tenant hereunder as and when such rental or other sum becomes due and payable and such failure continues for 5 business days after written notice thereof from Landlord; provided, however, Landlord shall not be obligated to provide notice more than two (2) times in any twelve (12) month period; (ii) Tenant shall fail to comply with any other provision, condition or covenant of this Lease and any such failure is not cured within thirty (30) days after Landlord gives written notice of such failure to Tenant (or if such failure is not capable of being cured within such 30 day period, the cure is not commenced within 30 days and diligently pursued to completion not to exceed 90 days); (iii) Tenant shall assign this Lease or sublet all or any part of the Premises or grant any license, concession or other right of occupancy of any portion of the Premises, without the prior written consent of Landlord except as otherwise allowed under this Lease; (iv) any petition shall be filed by or against Tenant or any guarantor of Tenant’s obligations under this Lease pursuant to any section or chapter of the present federal Bankruptcy Act or under any future federal Bankruptcy Act or under any similar law or statute of the United States or any state thereof (which as to any involuntary petition shall not be and remain discharged or stayed within a period of sixty (60) days after its entry), or Tenant or any guarantor of Tenant’s obligations under this Lease shall be adjudged bankrupt or insolvent in proceedings filed under any section or chapter of the present federal Bankruptcy Act or under any future federal bankruptcy act or under any similar law or statute of the United States or any state thereof; (v) Tenant or any guarantor of Tenant’s obligations under this Lease shall become insolvent or make a transfer in fraud of creditors; (vi) Tenant or any guarantor of this Lease shall make an assignment for the benefit of creditors; or (vii) a receiver or trustee shall be appointed for Tenant or any guarantor of this Lease or for any of the assets of Tenant or any guarantor of this Lease. (b) Upon the occurrence of any event of default, Landlord shall have the option to do any one or more of the following events without any further notice or demand, in addition to and not in limitation of any other remedy permitted by law or by this Lease: ("Event i) Enforce, by all legal suits and other means, its rights hereunder, including the collection of Default")Base Rental, Tenant’s Additional Rental and other sums payable by Tenant hereunder without reentering or resuming possession of the Premises and without terminating this Lease; and (ii) Terminate this Lease by issuing written notice of termination to Tenant, in which event Tenant shall immediately surrender the Premises to Landlord. Tenant shall pay to Landlord as damages on the same days as Base Rental, Tenant’s Additional Rental and other payments which are expressed to be due under the provisions of this Lease, the total amount of such Base Rental, Tenant’s Additional Rental and other payments, less such part, if any, of such payments that Landlord shall have been able to collect from a new tenant upon reletting. Landlord shall use reasonable efforts to mitigate damages by reletting the Premises. Landlord shall have the right at any time to demand final settlement. Upon demand for a final settlement, Landlord shall have the right to exercise any rights or remedies available in this Leasereceive, at law or in equity. Events of Default shall be: (i) and Tenant hereby agrees to pay, as damages for Tenant's failure to pay when due any regularly scheduled payment of Rent’s breach, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained difference between the total rental provided for in this Lease if not remedied within thirty (30) days after receipt for the remainder of Notice thereof, or, if such default cannot reasonably be remedied within the Lease Term and the reasonable rental value of the Premises for such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or if Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage difference to be canceled or lapsediscounted to present value at a rate equal to the rate of interest allowed by law (at the time the demand for final settlement is made) pursuant when the parties to its obligation hereunder; a contract have not agreed on any particular rate of interest (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. absence of such law, at the rate of 6% per annum). Tenant agrees to reimburse Landlord immediately upon demand for any mannerreasonable expenses which Landlord may incur in its actions pursuant to this Subparagraph, permits and Tenant further agrees that Landlord shall not be liable for damages resulting to Tenant from such action unless caused by the sale negligence of Landlord. In addition to all remedies specified above, if Tenant is delinquent in rentals or divestiture other monetary payments due under the Lease, Landlord may enter upon the Premises and change, alter, or modify the door locks on all entry doors of substantially the Premises, and permanently or temporarily exclude Tenant, and its agents, employees, representatives and invitees, from the Premises; and in such event, Landlord shall not be obligated to provide Tenant with a key to reenter the Premises until such time as all of its assets; (vii) if a Change of Control occurs or the estate or interest delinquent rent and other amounts due under this Lease have been paid in full, and only during Landlord’s Normal Business Hours. Landlord’s exclusion of Tenant in from the Leased Property Premises pursuant to the immediately preceding sentence shall not constitute a permanent exclusion of Tenant from the Premises or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms a termination of this LeaseLease unless Landlord so notifies Tenant in writing; moreover, unless Tenant is contesting such lien Landlord shall not be obligated to place a written notice on the Premises on the front door thereof explaining Landlord’s action or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of stating the revocation name, address or limitation telephone number of any license, permit, certification individual or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under company from which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same new key may be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgageobtained.

Default. Upon the occurrence of any one or more of the The following events ("Event occurrences shall constitute “Events of Default"), Landlord shall have the right to exercise any rights or remedies available in ” under this Lease, at law or in equity. Events of Default shall beAgreement: (ia) Tenant's failure Buyer shall fail to pay make any payments to Seller when due any regularly scheduled payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in under this Paragraph 21(a));Agreement; or (iib) Tenant's failure any representation of warranty of Buyer contained herein or in any document furnished to pay Seller in connection herewith shall be incorrect or misleading in any material respect when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord;made; or (iiic) Tenant's failure Buyer shall fail to observe or to perform any other of the termscovenant, covenants agreement, or conditions contained in this Lease if not remedied within thirty warranty made by Buyer hereunder and such failure shall continue for ten (3010) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereofBuyer; (ivd) if Tenant or its Parent becomes bankrupt or insolvent, or files Buyer shall default under any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, other agreement between Seller and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, Buyer; or (e) Buyer shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes make an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become duefile any petition or action under any bankruptcy, reorganization, or if Tenant's interest in this Lease is attachedinsolvency law, seized or made subject to any other judicial seizure and such seizure law or attachment is not discharged within ninety (90) days;laws for the relief of, or relating to, debtors; or (vf) if Tenant's fails any involuntary petition shall be filed under any bankruptcy statute against Buyer or any receiver, trustee, custodian, or similar official shall be appointed to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder;take possession of the properties of Buyer; or (vig) if Tenant or its Parent is liquidated or dissolvedSeller, in good faith, believes that Xxxxx’s financial condition has become such as to endanger completion of performance by Xxxxx, or begins proceedings toward such liquidation or dissolution, orSeller, in good faith, otherwise believes itself insecure. If any mannerEvent of Default shall occur, permits Seller, at its option, may terminate this Agreement by written notice to Buyer. In such event Seller shall, nevertheless, have the sale or divestiture of substantially right to recover from Buyer any and all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferredamounts that, assigned, conveyed, levied upon or attached in any proceeding in violation of under the terms of this LeaseAgreement, unless Tenant is contesting may be then due or that may have accrued to the date of such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been termination, plus interest on that amount, as a final unappealable determination by any Government Agency of the revocation or limitation of any licenselate charge, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time Default Rate. If, after notice of such loss or limitation and such event or failure has a material adverse affect on the use or operation termination of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Usethis Agreement as provided in this paragraph, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable it is determined that Buyer was not in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust default under the applicable provisions of this paragraph 14, the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments rights and obligations of Tenant hereunder the parties shall be made and performed within such time periods so the same as if the notice of termination had been issued pursuant to comply with the terms paragraph 15 of the Facility Mortgagethis Agreement.

Default. Upon the occurrence of any one or more of the (a) The following events ("Event shall be deemed to be events of Default"), Landlord shall have the right to exercise any rights or remedies available in default by Tenant under this Lease, at law or in equity. Events of Default shall be: : (i) Tenant's failure Tenant shall fail to pay when due any regularly scheduled payment installment of Rent, Rent or any other sum of money payable hereunder (whether as additional Rent charge or otherwise) and such failure is not cured assessment against Tenant pursuant to the terms hereof within five (5) days (or following written notice by Landlord to Tenant of its failure to pay such earlier period as set forth installments, provided that Landlord shall not be obligated to send to Tenant such written notice more often than twice in this Paragraph 21(a)); any calendar year during the term hereof; (ii) Tenant shall fail to comply with any term, provision, covenant or warranty made under this Lease by Tenant's failure to pay when due any , other than the payment of Rent, the Rent or any other sum of money charge or assessment payable hereunder (whether as additional Rent or otherwise) by Tenant, and shall not cure such failure is not cured within five twenty (520) days after receipt of Notice notice thereof from Landlord; to Tenant; (iii) Tenant's failure to perform Tenant or any other guarantor of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within make a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an general assignment for the benefit of creditors creditors, or shall admit in writing its inability to pay its debts generally as they become due, or if Tenant's interest shall file a petition in bankruptcy, or shall be adjudicated as bankrupt or insolvent, or shall file a petition in any proceeding seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file an answer admitting or fail timely to contest the material allegations of a petition filed against it in any such proceeding; (iv) a proceeding is commenced against Tenant or any guarantor of this Lease seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, and such proceeding shall not have been dismissed within forty-five (45) days after the commencement thereof; (v) a receiver or trustee shall be appointed for the Demised Premises or for all or substantially all of the assets of Tenant or of any guarantor of this Lease (unless such receiver is attachedremoved within thirty (30) days after appointment thereof); and (vi) Tenant shall do or permit to be done anything which creates a lien upon the Demised Premises or the Project and such lien is not removed or discharged within fifteen (15) days after the filing thereof. Notwithstanding the foregoing, seized in the case of a non-monetary default which is subject to cure but which cannot by its very nature be cured within said twenty (20) day period, Tenant shall be granted an additional period of time, not to exceed twenty-five (25) days, in which to effect such cure, provided Tenant promptly commences to cure such default and diligently pursues said cure to completion. (b) Upon the occurrence of any of the aforesaid events of default, Landlord shall have the option to pursue any one or made subject more of the following remedies without any notice or demand whatsoever: (i) terminate this Lease, in which event Tenant shall immediately surrender the Demised Premises to Landlord and if Tenant fails to do so, Landlord may without prejudice to any other judicial seizure remedy which it may have for possession or arrearages in Rent, enter upon and take possession of the Demised Premises and expel or remove Tenant and any other person who may be occupying said Demised Premises or any part thereof, in accordance with applicable law, without being liable for prosecution or any claim of damages therefor; Tenant hereby agreeing to pay to Landlord on demand the amount of all loss and damage which Landlord may suffer by reason of such seizure termination, whether through inability to relet the Demised Premises on satisfactory terms or attachment is not discharged within ninety otherwise; (90ii) days; (v) if terminate Tenant's fails to provide insurance coverage right of possession (but not this Lease) and enter upon and take possession of the Demised Premises and expel or allows remove Tenant and any other person who may be occupying said Demised Premises or any part thereof, by entry (in accordance with applicable law), dispossessory suit or otherwise, without thereby releasing Tenant from any liability hereunder, without terminating this Lease, and without being liable for prosecution or any claim of damages therefor and, if Landlord so elects, make such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolvedalterations, or begins proceedings toward such liquidation or dissolution, orredecorations and repairs as, in any mannerLandlord's judgment, permits may be necessary to relet the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or Demised Premises, and Landlord may, but shall be under no obligation to do so, relet the estate or interest of Tenant in the Leased Property Demised Premises or any material part portion thereof in Landlord's or Tenant's name, but for the account of Tenant, for such term or terms (which may be for a term extending beyond the Lease Term) and at such rental or rentals and upon such other terms as Landlord may deem advisable, with or without advertisement, and by private negotiations, and receive the rent therefor, Tenant hereby agreeing to pay to Landlord the deficiency, if any, between all Rent reserved hereunder and the total rental applicable to the Lease Term hereof obtained by Landlord re-letting, and Tenant shall be liable for Landlord's expenses in redecorating and restoring the Demised Premises and all costs incident to such re-letting, including broker's commissions and lease assumptions, and in no event shall Tenant be entitled to any rentals received by Landlord in excess of the amounts due by Tenant hereunder; or (iii) enter upon the Demised Premises, in accordance with applicable law, without being liable for prosecution or any claim of damages therefor, and do whatever Tenant is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of obligated to do under the terms of this Lease; and Tenant agrees to reimburse Landlord on demand for any expenses including, unless without limitation, reasonable attorneys' fees which Landlord may incur in this effecting compliance with Tenant's obligations under this Lease and Tenant further agrees that Landlord shall not be liable for any damages resulting to Tenant from such action. If this Lease is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination terminated by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except Landlord as a result of Casualty or partial or complete Condemnation; the occurrence of an event of default, Landlord may declare due and payable immediately an amount determined as follows: (x) if Tenant fails to pay for money borrowed or for the deferred purchase price entire amount of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), Rent and the same be declared to be or other charges and assessments which would have become due and payable prior during the remainder of the Lease Term (including, without limitation, increases in Rent pursuant to Article 7 hereof), discounted to present value by using a discount factor of eight percent (8%) per annum, plus (y) all of Landlord's costs and expenses (including, without limitation, Landlord's expenses in redecorating and restoring the Demised Premises and all costs relating to such reletting, including broker's commissions and lease assumptions) reasonably incurred in connection with or related to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% reletting of the outstanding ownership interests in TenantDemised Premises, which wouldminus (z) the market rental value of the Demised Premises for the remainder of the Lease Term, in based on Landlord's sole but reasonable determination, adversely affect determination of both future rental value and the status probability of reletting the Demised Premises for all or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions part of the Coderemaining Term, discounted to present value by using a discount factor of eight percent (8%) per annum. Notwithstanding the foregoing, if any applicable Facility Mortgage provides Such payment shall not constitute a penalty or forfeiture but shall constitute liquidated damages for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as Tenant's failure to comply with the terms and provisions of this Lease (Landlord and Tenant agreeing that Landlord's exact damages in such event are impossible to ascertain and that the amount set forth above is a reasonable estimate thereof). For purposes of determining what could be collected by Landlord by reletting under this subsection, Landlord is not required to relet when other comparable space in the Building is available. The term "remaining Lease Term" as used in this subsection shall mean the period which otherwise would have (but for the termination of this Lease) constituted the balance of the Facility MortgageLease Term from the date of the termination of this Lease.

Default. Upon If Applicant defaults under this Agreement, MRM may, at its option and without notice, declare the entire unpaid balance owed by Applicant under this agreement to be immediately due and payable or terminate the credit privileges of Applicant under this Agreement, or both. This occurrence of any one or more of the following events constitutes a default under this Agreement: ("Event a) Applicant fails to fulfill any obligation or breaches any provision of Default")this agreement; (b) Applicant or any guarantor of Applicant's indebtedness under this Agreement expires, Landlord shall have tenninates existence, abandons its business, becomes insolvent, becomes the right to exercise any rights subject of bankruptcy, receivership or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure to pay when due any regularly scheduled payment of Rentsimilar proceedings, or makes a general assignment for the benefit of creditors; (c) any other sum information now or hereafter supplied or representation now or hereafter made by or on behalf of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure Applicant to pay when due any other payment of RentMRM is, or is believed in good faith by MRM to be inaccurate, incomplete or false in any other sum of money payable hereunder material respect; (whether as additional Rent d) any collateral that is security for Applicant's indebtedness under this agreement is lost, suffers material damage or otherwise) and such failure destruction, is levied upon, becomes subject to a receivership or cannot cured be located within five (5) days after receipt of Notice thereof from Landlord; MRM demands to inspect such collateral; or (iiie) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, howeverevent that causes MRM, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant good faith, to deem itself insecure or its Parent becomes bankrupt or insolventto believe that the prospect of payment to MRM by Applicant is materially reduced. Binding Agreement, or files any debtor proceedingsNo Assig nment: This Agreement inures, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors MRM, its successors and assigns and is binding upon Applicant's heirs, legatees, devisees, personal representatives, successors and permitted assigns. Applicant may not assign or shall admit in writing transfer this Agreement without the prior written consent of MRM. Waivers: MRM may, at its inability option, not object to pay its debts generally as they become due, an act or if Tenant's interest in this Lease is attached, seized omission by Applicant or made subject permit Applicant to remedy any default under the Agreement without MRM waiving the default so remedied or any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture default by Applicant. Applicant waives notice of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms default of this LeaseAgreement and waives presentment, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency demand, protest and notice of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagedishonor.

Default. Upon the The occurrence of any one or more of the following events (the "Event Events of Default"), Landlord ) shall have the right to exercise any rights or remedies available in constitute a default and breach of this Lease, at law or in equity. Events of Default shall beLease by Tenant: (i) Tenant's The abandonment of the Premises by Tenant (vacation not being deemed to be abandonment unless there is failure to pay when due perform the obligations of Tenant required by this Lease). (ii) Failure by Tenant to make any regularly scheduled payment of Base Rent, or any other sum of money payable hereunder (whether as additional Rent charges or otherwise) and payment required to be made by Tenant under this Lease when due where such failure is not cured within five continues for a period of fifteen (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (515) days after receipt of Notice thereof from Landlordwritten notice by Landlord to Tenant; (iii) Tenant's The failure by Tenant to observe or perform any other of the termscovenants, covenants conditions or conditions contained in provisions of this Lease if not remedied within to be observed or performed by Tenant, other than as described in subparagraph (ii) above, where such failure continues for a period of thirty (30) days after receipt written notice by Landlord to Tenant; provided, however, that if the nature of Notice thereof, or, if Tenant's obligation which it has failed to perform is such default cannot reasonably be remedied within such period, Tenant does not within that more than thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and are reasonably required for its cure, then it shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall be deemed an Event of Default if Tenant commences such cure within the 30 day period extend beyond one hundred eighty (180) days after Notice thereofand diligently prosecutors the cure to completion; (iv) if The making by Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become duecreditors, or if the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt, or a petition or reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same is dismissed within 90 days), or the appointment of a trustee or a receiver to take possession of substantially all of Tenant's assets located in the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant with in 90 days, or the attachment, execution or other judicial seizure of substantially all of Tenant's assets located in the Premises or of Tenant's interest in this Lease, or such seizure is not discharged within the 90 days. (v) If default shall be made by Tenant, by operation of law or otherwise, under the provisions of Section 27 hereof relating to assignment, sublease, mortgage or other transfer of Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property Premises or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgageincome arising therefrom.

Default. Upon The Company shall be in default under this Note upon the occurrence of any one or more of the following events ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: of: (i) Tenant's any of the events specified in Section 5 hereof and failure to pay when due any regularly scheduled payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and cure such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured default within five (5) days after receipt of Notice written notice thereof from Landlord; the Noteholder; (iiiii) Tenant's any of the events specified in Section 5(b) or 5(d) hereof and the failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied cure such default within thirty ten (3010) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty written notice thereof from the Noteholder; or (30iii) days after Notice thereof commence such act or acts as shall be necessary to remedy any of the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, events specified in no event shall such cure period extend beyond one hundred eighty Section 5(c) hereof (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant being an "Event of Default"): (a) Failure to make any principal or interest payment required under this Note on the due date of such payment; (b) If the Company shall default in the performance of or compliance with any of its Parentmaterial covenants or agreements contained herein, whether expressed or implied, or in the Purchase Agreement, and such default shall not have been set aside remedied within ninety ten (9010) calendar days from after written notice thereof shall have been delivered to the date Company by the Holder of such petition or appointmentthis Note; (c) Insolvency of, business failure of, or if Tenant or its Parent makes an assignment for the benefit of creditors by or the filing of a petition under bankruptcy, insolvency or debtor's relief law, or for any readjustment of indebtedness, composition or extension by the Company, or commenced against the Company which is not discharged within thirty (30) days; (d) If the Company shall not, at the time of receipt of a Exchange Notice hereunder, have a sufficient number of authorized and unissued shares of its Common Stock available for issuance to the holder of this Note upon exchange of all or any portion of this Note in accordance with the terms hereof, and such default shall not have been remedied within thirty (30) calendar days from the date of such Exchange Notice; (e) If any representation or warranty made in writing by or on behalf of the Company in the Purchase Agreement shall prove to have been false or incorrect in any material respect on the date as of which made; (f) If the Company shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due, or if Tenant's interest shall file a voluntary petition in this Lease is attachedbankruptcy or shall have an order for relief under the Bankruptcy Act granted against it or them, seized or made subject shall be adjudicated bankrupt or insolvent, or shall file any answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting or not contesting the material allegations of a petition filed against the Company in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any other judicial seizure and such seizure trustee, custodian, receiver or attachment is not discharged liquidator of the Company or of all or any substantial part of the properties of the Company, or the Company or its directors shall take any action looking to the dissolution or liquidation of the Company. (g) If the Company fails to deliver Exchange Shares within ninety (90) days10 days from the Notice of Exchange Date; (vh) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits If the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant Company fails to pay for money borrowed Liquidated Damage amounts due to lack of registration or for late SEC registration of underlying common shares. (i) If the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared Company fails to be or become pay Liquidated Damages due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; orNoteholder due to the late delivery of shares. (xij) if any Person acquires more than 9.8% of If the outstanding ownership interests Company fails to pay the Redemption amount within 10 days as specified in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereofSection 1(s) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgageherein.

Default. Upon An event of default (“Default”) shall arise hereunder upon the occurrence of any one or more of the following events ("Event and the expiration of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall beapplicable cure period: (ia) Tenant's failure Trustor fails to occupy the Property as Trustor’s principal residence; (b) The sale, conveyance, encumbrance, refinance or other transfer of the Property including without limitation, the lease or rental of the Property in violation of the Property Restriction Agreement; (c) An event of default arises under the City Note, the Property Restriction Agreement, or under any loan secured by the Property and such default remains uncured following the expiration of any applicable cure period; (d) Trustor fails to pay when due any regularly scheduled payment sum payable pursuant to the City Note, the Property Restriction Agreement or this Deed of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a))Trust; (iie) Tenant's failure The Property is refinanced or encumbered in violation of the Property Restriction Agreement or this Deed of Trust; (f) Trustor fails to maintain insurance on the Property as required by the Property Restriction Agreement and this Deed of Trust, (g) Subject to Trustor’s right to contest the following charges, Trustor fails to pay prior to delinquency taxes or assessments due on the Property or fails to pay when due any other payment of Rentcharge that may result in a lien on the Property, or any other sum of money payable hereunder and Trustor fails to cure such default within twenty (whether as additional Rent or otherwise) and such failure is not cured within five (520) days after receipt of Notice thereof from Landlorddate of delinquency, but in all events upon the imposition of any such tax or other lien; (iiih) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in Trustor declares bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an assignment of assets for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become duecreditors, or if Tenant's interest in this Lease an order for relief is attachedentered under federal bankruptcy laws as to Trustor, seized or made subject to any other judicial seizure and such seizure Trustor is adjudicated as insolvent or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) bankrupt pursuant to its obligation hereunder; (vi) if Tenant the provisions of any state or its Parent is liquidated federal insolvency or dissolvedbankruptcy, or begins proceedings toward such liquidation Trustor consents to, acquiesces in, or dissolutionattempts to secure the appointment of, or, in any manner, permits the sale or divestiture of substantially receiver for all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material substantial part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ixi) if Tenant voluntarily ceases operation The occurrence of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for under any loan secured by the same obligation as described above Property and provided the continuance of such obligation is a concurrent obligation default beyond the expiration of Tenant hereunderall applicable cure periods such that the holder of such loan has the right to accelerate such loan. (j) Trustor fails to observe or perform any other covenant, then condition, or agreement to be observed or performed by Trustor pursuant to the provisions for notice (City Note, the Property Restriction Agreement or lack thereof) and cure under this Deed of Trust, including without limitation, the failure to pay any sum due pursuant to any such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagedocument.

Default. Upon This Lease and Tenant’s right to possession of the occurrence Premises is made subject to and conditioned upon Tenant performing all of the covenants and obligations to be performed by Tenant hereunder, at the times and pursuant to terms and conditions set forth herein. The following events shall each be an event of default by Tenant under this Lease (“Default”): (a) Tenant fails to pay any one Rent or other charge when the same is due; (b) Tenant fails to perform any other obligation to be performed by Tenant within the time or times set forth herein; (c) Tenant makes any material misrepresentation, or commits any fraud or criminal act; (d) Tenant shall become insolvent, make a transfer in fraud of its creditors, make an assignment for the benefit of its creditors, files or has filed against it a petition in bankruptcy, has a receiver, trustee or liquidator appointed over a substantial portion of its property or this Lease, or is adjudicated insolvent; or (e) Tenant vacates or abandons the Premises for more than thirty (30) days. In the event any monetary Default shall continue for five (5) days after receipt of written notice from Landlord, or in the event any non-monetary Default shall continue for ten (10) days after receipt of written notice from Landlord, or in the event Tenant becomes in Default for the same general reason three (3) or more times during the Term (regardless of the following events ("Event of Default"whether or not Tenant subsequently cures such Defaults); then, in addition to all other remedies afforded Landlord shall have the right to exercise any rights or remedies available in under this Lease, at law or in equity, Landlord may terminate this Lease, or terminate Tenant’s right of possession to the Premises without terminating this Lease, by delivery of written notice to Tenant. Events of Default In either event, Landlord shall be: (i) have the right to dispossess Tenant's failure to pay when due any regularly scheduled payment of Rent, or any other sum person in occupancy, together with their property, and re-enter the Premises. No such dispossession of money payable hereunder (whether Tenant or re-entry by Landlord, or Landlord’s voluntary acceptance of the keys to the Premises, shall constitute or be construed as additional an election by Landlord to terminate this Lease, unless Landlord delivers written notice to Tenant specifically terminating this Lease. Upon such re-entry, Tenant shall be liable for all expenses incurred by Landlord in recovering the Premises including, without limitation, clean-up costs, legal fees, removal, storage or disposal of Tenant’s property, and restoration costs. In the event Landlord elects to terminate this Lease, Tenant shall immediately vacate the Premises and pay to Landlord all Rent accrued through the effective date of termination, together with any late fees and interest thereon, plus an amount equal to all tenant concessions initially granted to Tenant including, but not limited to, any free or otherwise) and such failure is not cured reduced Rent, any interior finish constructed within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rentthe Premises, or any contribution paid to Tenant in lieu thereof. In addition thereto, the remainder of the Rent payable by Tenant through the Expiration Date of this Lease, less the fair market rental value of the Premises over the same period (net of all expenses and vacancy periods reasonably projected by Landlord to be incurred in connection with the reletting of the Premises) shall be accelerated and become immediately due and payable. In the event Landlord elects not to terminate this Lease, but only to terminate Tenant’s right of possession to the Premises, Tenant shall immediately vacate the Premises and pay to Landlord all Rent accrued through the effective date of repossession, together with any late fees and interest thereon. Upon repossession, Landlord may use reasonable efforts to mitigate its damages and relet the Premises upon terms and conditions satisfactory to Landlord; however, Landlord shall have no duty to prioritize the reletting of the Premises over the leasing of other sum vacant space within the Property. Tenant shall remain liable for all Rent accruing after the date of money repossession (together with all late fees and interest), payable hereunder monthly as such Rent accrues, in an amount equal to the Rent payable under this Lease, less the rent (whether as additional Rent if any) collected by Landlord from any reletting. Landlord shall have the right to make repairs, alterations, and additions in or otherwise) to the Premises and such failure is not cured redecorate and remodel the same to the extent deemed necessary by Landlord in connection with any reletting of the Premises; and Tenant shall pay to Landlord the cost thereof within five fifteen (515) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or if Tenant's interest in this Lease is attached, seized or made subject ’s statement. In addition to any other judicial seizure remedy afforded Landlord under this Lease, Tenant hereby grants to Landlord a continuing security interest in all of Tenant’s goods, wares, equipment, fixtures, furniture, and all proceeds thereof (collectively, “Security”) situated within the Premises. In the event Tenant shall be in Default under this Lease, Tenant shall not remove any such seizure Security from the Premises without the prior written consent of Landlord; and Landlord shall have all rights and remedies under the Uniform Commercial Code including, without limitation, the right to sell such Security at public or attachment is not discharged within ninety private sale upon five (905) days; (v) if ’ prior written notice to Tenant's fails . Tenant hereby agrees to provide insurance coverage (execute financing statements and other reasonable instruments necessary or allows desirable, in Landlord’s discretion, to perfect any security interest hereby created; and, in the event Tenant should fail or refuse to execute any such coverage financing statements or instruments, Landlord shall be granted a limited power of attorney to execute such statements/instruments in the name and on behalf of Tenant and perfect Landlord’s security interest in the Security. The lien hereby created shall be in addition to any statutory lien granted under the laws of the State of Minnesota. No action by Tenant after final judgment for possession of the Premises shall reinstate this Lease, and Tenant waives any and all rights of redemption in the event Tenant is judicially dispossessed. Should Landlord elect not to exercise any of its rights in the event of a Default, it shall not be deemed a waiver of such rights as to subsequent Defaults. No payment by Tenant or receipt by Landlord of a lesser amount than that stipulated to be canceled paid shall be deemed to be anything other than a payment on account; nor shall any endorsement or lapse) pursuant statement on any check or letter accompanying any payment be deemed an accord and satisfaction; and Landlord may accept any payment without prejudice to its obligation hereunder; (vi) if Tenant Landlord’s right to recover the balance or its Parent is liquidated pursue any other remedy under this Lease. Landlord reserves the right to apply any monies received from Tenant, regardless of how designated, to any outstanding Rent, interest, late fees or dissolved, other amounts then owed to Landlord under this Lease. All of the aforesaid rights of Landlord shall be in addition to any remedies which Landlord may have at law or begins proceedings toward such liquidation in equity; Landlord shall have the right to pursue any one or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change such remedies; and no election of Control occurs or remedy by Landlord shall preclude Landlord from subsequently pursuing any of Landlord’s other remedies. Tenant shall pay all costs and attorney’s fees incurred by Landlord from enforcing the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms covenants of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgage.

Default. Upon (a) In the occurrence event of any one or more of the following events ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure to pay Mortgagor’s default of prompt and punctual payment when due any regularly scheduled in the payment of Rentany amounts due under the Guarantee, or (ii) any other “event of default” under the Note, the Guarantee or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set document setting forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rentterms, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other “event of default” under and as defined in the termsNote, covenants Guarantee and Transaction Documents shall have occurred and be continuing, then in every such case the entire unpaid amount due under the Note may be declared immediately due and payable at the Mortgagee’s option without prior notice. If such sums are not payable forthwith, the Mortgagee, at its sole discretion and option, may foreclose or conditions contained enforce this mortgage lien by suit in this Lease if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as rem in admiralty and the Mortgagee shall be necessary entitled to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all receivers of the Vessel and the mortgaged property and the revenues thereof. The Mortgagor shall execute any documents requested by the Mortgagee to expedite the foreclosure proceedings. The Mortgagee shall shave the right to bid or substantially all of its assets, purchase the Vessel in the foreclosure proceedings. (b) In case the Mortgagee shall have proceeded to enforce any right under this Mortgage by foreclosure and such petition proceedings have been discontinued or appointment abandoned for any reason, or if any shall have been determined adversely to the Mortgagee, then the Mortgagor and the Mortgagee shall be restored to their former positions. (c) No delay or omission of the foregoing are filed against Tenant Mortgagee in the exercise of any right or its Parentpower accruing upon any default shall impair any such right or power, or shall be construed as a waiver of any such default or acquisition herein; and every power and remedy given herein may be exercised from time to time and as often as may be deemed expedient. (d) The remedies in favor of the Mortgagee provided for herein shall not have been set aside within ninety (90) days from be construed to preclude the date of such petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or if Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant Mortgagee in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for hereunder from enforcing any other appropriate remedies against the same Mortgagor or the Vessel, or from proceeding by suit as the Mortgagee may consider advisable to enforce the payment or performance of any obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgagesecured hereby.

Default. Upon the The occurrence or existence of any one or more of any of the following events ("as they relate to Borrower or Guarantor shall constitute an Event of Default"), Landlord shall have Default after the right to exercise giving of any rights or remedies available in this Lease, at law or in equity. Events required notice and the expiration of Default shall beany applicable grace period: (i) Tenant's failure 7.01 Failure to pay when due any regularly scheduled payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured Indebtedness within five (5) days (Business Days after its due date, without notice or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's demand, including the failure to pay when due principal or interest or any other payment of Rentunder the Notes, or failure to pay any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured Obligation within five (5) days Business Days after receipt of Notice notice thereof from Landlord;Agent, with such notice setting forth in reasonable detail the nature of the failure. (iii) Tenant's failure to perform 7.02 A breach of any other term, covenant, condition, obligation or agreement under this Agreement or the other Loan Documents, and the continuance of the terms, covenants or conditions contained in this Lease if not remedied within such breach for a period of thirty (30) days after receipt the earlier of: (i) knowledge thereof by Borrower or Guarantor, such knowledge to be that of Notice thereofthe President, orChief Financial Officer or General Counsel; or (ii) written notice thereof shall have been given by Agent to Borrower and Guarantor, provided that if Agent reasonably determines that such default cannot reasonably be remedied cured within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as day period, then no cure period shall be necessary provided. 7.03 Failure to remedy be in compliance with any of the default Financial Covenants after expiration of any applicable grace period set forth in this Agreement. 7.04 Any representation or warranty herein made by Borrower or Guarantor, or any certificate or financial statement furnished by Borrower or Guarantor pursuant to the provisions hereof, shall prove to have been false or misleading in any material adverse respect as of the time made or furnished or deemed made or furnished; 7.05 Borrower or Guarantor shall (i) voluntarily liquidate or terminate operations or apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of Borrower or Guarantor or of all or of a substantial part of either of their assets, (ii) admit in writing its inability, or be generally unable, to pay its debts as the debts become due, (iii) make a general assignment for the benefit of its creditors, (iv) commence a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect), (v) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, (vi) fail to controvert in a timely and shall appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or (vii) take any corporate action for the purpose of effecting any of the foregoing; 7.06 Entry of a final judgment in an amount exceeding $2,000,000, other than a final judgment in connection with any condemnation, which is not thereafter diligently complete such act discharged or acts for which a stay of execution has been procured within a reasonable timesixty (60) days of entry. 7.07 Recordation of any federal, providedstate or local tax lien or any claim of lien for labor, howevermaterials or any other lien or encumbrance of any nature whatsoever, including any Lien described in no event shall such cure period extend beyond one hundred eighty Section (180iv) of the definition of “Permitted Liens” set forth herein, which is not removed by payment or transferred to substitute security in the manner provided by law within forty-five (45) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolventit is recorded in accordance with applicable law, or files any debtor proceedingscontested in accordance with law. 7.08 Failure to exist or to be qualified to do or transact business in the jurisdictions where its assets are located, or files pursuant dissolution or becoming a party to any statute a petition in bankruptcy merger or insolvency or for reorganizationconsolidation, or files a petition for the appointment sale of a receiver or trustee for all or substantially all of its assets. 7.09 Any sale, and such petition conveyance, transfer, assignment or appointment or if any other disposition of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or if Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation portion of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable assets not in the ordinary course of business on customary trade termsbusiness. 7.10 Default under any obligation imposed by any indemnity contained within any of the Loan Documents. 7.11 The results of any field audit performed by Agent are not satisfactory to Agent, as determined in Agent’s discretion, acting reasonably, after Agent has provided Borrower with notice and five Business Days to cure such defect. 7.12 The occurrence of any of the following: the loss of any material permits, licenses, authorizations, certifications or approvals from any federal, state or local governmental authority or termination of any contract with any such authority, in either case which cancellation, revocation, suspension, termination or loss (i) in the case of any suspension or temporary loss only, continues for a period greater than sixty (60) days; and (ii) results in the suspension or termination of operations for a period greater than sixty (60) days. 7.13 Without its application, approval or consent, a proceeding shall be commenced which is not dismissed within sixty (60) days, in any court of competent jurisdiction, seeking any remedy under the Federal Bankruptcy Code, the liquidation, reorganization, dissolution, winding up, or composition or readjustment of debt, the appointment of a trustee, receiver, liquidator or the like of Borrower or Guarantor, or of all or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% substantial part of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status assets of Borrower or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace periodGuarantor, or does not require notice other like relief under any law relating to be given to trigger an event bankruptcy, insolvency, reorganization, winding up, or composition or adjustment of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgage.debts;

Default. (a) The following events shall be deemed to be events of default (herein so called) by Tenant under this Lease: (i) Tenant shall fail to pay any rental or other sum payable by Tenant hereunder as and when such rental or other sum becomes due and payable and such failure continues for 5 business days after written notice thereof from Landlord; provided, however, Landlord shall not be obligated to provide notice more than two (2) times in any twelve (12) month period; (ii) Tenant shall fail to comply with any other provision, condition or covenant of this Lease and any such failure is not cured within thirty (30) days after Landlord gives written notice of such failure to Tenant (or if such failure is not capable of being cured within such 30 day period, the cure is not commenced within 30 days and diligently pursued to completion not to exceed 90 days); (iii) Tenant shall assign this Lease or sublet all or any part of the Premises or grant any license, concession or other right of occupancy of any portion of the Premises, without the prior written consent of Landlord except as otherwise allowed under this Lease; (iv) any petition shall be filed by or against Tenant or any guarantor of Tenant’s obligations under this Lease pursuant to any section or chapter of the present federal Bankruptcy Act or under any future federal Bankruptcy Act or under any similar law or statute of the United States or any state thereof (which as to any involuntary petition shall not be and remain discharged or stayed within a period of sixty (60) days after its entry), or Tenant or any guarantor [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. of Tenant’s obligations under this Lease shall be adjudged bankrupt or insolvent in proceedings filed under any section or chapter of the present federal Bankruptcy Act or under any future federal bankruptcy act or under any similar law or statute of the United States or any state thereof; (v) Tenant or any guarantor of Tenant’s obligations under this Lease shall become insolvent or make a transfer in fraud of creditors; (vi) Tenant or any guarantor of this Lease shall make an assignment for the benefit of creditors; or (vii) a receiver or trustee shall be appointed for Tenant or any guarantor of this Lease or for any of the assets of Tenant or any guarantor of this Lease. (b) Upon the occurrence of any event of default, Landlord shall have the option to do any one or more of the following events without any further notice or demand, in addition to and not in limitation of any other remedy permitted by law or by this Lease: ("Event i) Enforce, by all legal suits and other means, its rights hereunder, including the collection of Default")Base Rental, Tenant’s Additional Rental and other sums payable by Tenant hereunder without reentering or resuming possession of the Premises and without terminating this Lease; and (ii) Terminate this Lease by issuing written notice of termination to Tenant, in which event Tenant shall immediately surrender the Premises to Landlord. Tenant shall pay to Landlord as damages on the same days as Base Rental, Tenant’s Additional Rental and other payments which are expressed to be due under the provisions of this Lease, the total amount of such Base Rental, Tenant’s Additional Rental and other payments, less such part, if any, of such payments that Landlord shall have been able to collect from a new tenant upon reletting. Landlord shall use reasonable efforts to mitigate damages by reletting the Premises. Landlord shall have the right at any time to demand final settlement. Upon demand for a final settlement, Landlord shall have the right to exercise any rights or remedies available in this Leasereceive, at law or in equity. Events of Default shall be: (i) and Tenant hereby agrees to pay, as damages for Tenant's failure to pay when due any regularly scheduled payment of Rent’s breach, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained difference between the total rental provided for in this Lease if not remedied within thirty (30) days after receipt for the remainder of Notice thereof, or, if such default cannot reasonably be remedied within the Lease Term and the reasonable rental value of the Premises for such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or if Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage difference to be canceled or lapsediscounted to present value at a rate equal to the rate of interest allowed by law (at the time the demand for final settlement is made) pursuant when the parties to its obligation hereunder; a contract have not agreed on any particular rate of interest (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in the absence of such law, at the rate of 6% per annum). Tenant agrees to reimburse Landlord immediately upon demand for any mannerreasonable expenses which Landlord may incur in its actions pursuant to this Subparagraph, permits and Tenant further agrees that Landlord shall not be liable for damages resulting to Tenant from such action unless caused by the sale negligence of Landlord. In addition to all remedies specified above, if Tenant is delinquent in rentals or divestiture other monetary payments due under the Lease, Landlord may enter upon the Premises and change, alter, or modify the door locks on all entry doors of substantially the Premises, and permanently or temporarily exclude Tenant, and its agents, employees, representatives and invitees, from the Premises; and in such event, Landlord shall not be obligated to provide Tenant with a key to reenter the Premises until such time as all of its assets; (vii) if a Change of Control occurs or the estate or interest delinquent rent and other amounts due under this Lease have been paid in full, and only during Landlord’s Normal Business Hours. Landlord’s exclusion of Tenant in from the Leased Property Premises pursuant to the immediately preceding sentence shall not constitute a permanent exclusion of Tenant from the Premises or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms a termination of this LeaseLease unless Landlord so notifies Tenant in writing; moreover, unless Tenant is contesting such lien Landlord shall not be obligated to place a written notice on the Premises on the front door thereof explaining Landlord’s action or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of stating the revocation name, address or limitation telephone number of any licenseindividual or company from which a new key may be obtained. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, permitMARKED BY BRACKETS, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any licenseHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility MortgageAS AMENDED.

Default. Upon the occurrence of Section 22.01. If any one or more of the following events ("Event shall occur, Tenant shall be deemed in default of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (ia) Tenant's failure if Tenant shall fail to pay when due any regularly scheduled payment of Rent, Rent or any other sum of money when and as the same becomes due and payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five shall continue for more than ten (510) days days; (or such earlier period as set forth in b) if Tenant shall fail to perform any of the other duties required to be performed by Tenant under this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) Lease and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within shall continue for more than thirty (30) days after receipt of Notice thereofwritten notice thereof from Landlord; provided, orhowever, that if such default cannot reasonably be remedied performed within such period, Tenant does not within thirty (30) days after Notice thereof commence day period, Tenant shall have such act or acts additional time as shall be is reasonably necessary to remedy the default and shall not thereafter diligently complete perform such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty duty; (180) days after Notice thereof; (ivc) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute shall make a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an general assignment for the benefit of creditors or shall creditors, admit in writing its inability to pay its debts generally as they become due, file a petition in bankruptcy, have an order of relief entered against it, or file or have filed against Tenant a petition seeking any reorganization, receivership, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation. Section 22.02. In the event of default, to the extent not prohibited by applicable law it will be lawful for the Landlord thereupon, or at any time thereafter, upon written notice of termination to Tenant, and with or without process of law (forcibly if Tenantnecessary) enter into and upon the Premises or any part thereof in the name of the whole or mail a notice of termination addressed to Tenant at the Premises, and repossess the same as of Landlord's interest in former estate and expel Tenant and those claiming through or under Tenant and remove its and their effects (forcibly, if necessary) without being deemed guilty of any manner of trespass and without prejudice to any remedies which might otherwise be used for arrears of rent or prior breach of covenant, and upon such entry or mailing as aforesaid this Lease is attachedshall terminate, seized Tenant hereby waiving all statutory rights (including without limitation rights of redemption, if any, to the extent such rights may be lawfully waived) and Landlord, without notice to Tenant, may store tenants effects, and those of any person claiming through or made subject under Tenant at the expense and risk of Tenant, and, if Landlord so elects, may sell such effects at public auction or private sale and apply the next proceeds to the payment of all sums due to Landlord from Tenant if any, and pay over the balance, if any, to Tenant. Section 22.03. Upon the termination of this Lease under any other judicial seizure provision contained in Section 22.01, Tenant shall nevertheless remain liable for all Rent then due and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation payable hereunder as of the terms date of the termination of this Lease, unless Tenant is contesting together with all damages due or sustained by Landlord prior to such lien termination or attachment arising as a result of events or conditions occurring or in good faith existence during the term hereof and prior to or after such termination, and all reasonable costs, fees and expenses incurred by Landlord in accordance pursuit of, or in the collection of its remedies hereunder or under any law, or in leasing or attempting to lease all or any portion of the Premises to others from time to time (including, without limitation, all repossession costs, brokerage commissions, reasonable attorney's fees in connection with Paragraph 26 hereof;the foregoing matters, and all costs of such alterations, repairs, and decorations as Landlord, in its reasonable judgement, considers necessary or advisable in connection with such reletting)(all such rent, damages, costs, fees and expenses being referred to herein as the "Termination Damages") and, in addition thereto, additional damages (the "Liquidated Damages"), which, at the election of Landlord, shall be either of the following: (viiia) an amount or amounts equal to all Rent which, but for termination, would have been payable to Landlord over the remainder of the Term, reduced by the amount of Rent, if there has been any, which the Landlord shall actually receive from time to time during such period from others to whom the Premises may be rented from time to time. The Landlord shall not be obligated to attempt to collect any rental or other payment obligation from any other person renting all or any portion of the Premises by litigation or otherwise. Such Liquidated Damages shall be computed and payable in monthly installments, with interest on any amount in arrears at the rate of two percent (2%) per annum in excess of the Barnett Bank Prime Rate, in arrears, on the first day of each calxxxxx xonth following termination of the Lease and shall continue to become due and payable in monthly installments until the date on which the Term would have expired but for such termination; and any and all amounts due and payable hereunder, including any amount in arrears, shall be a final unappealable determination continuing liability of Tenant thereafter, and interest thereon shall accrue at the rate of two percent (2%) per annum in excess of the Barnett Bank Prime Rate, until Tenant shall discharge same by payxxxx xx Landlord of the amount due, and any suit or action brought from time to time to collect any such Liquidated Damages for any month or months shall not in any manner prejudice the right of Landlord to collect any Liquidated Damages for any subsequent month or months by a similar proceeding; or (b) an amount equal to the present value (as of the date of such termination) of all Rent which, but for termination of this Lease, would have become due during the remainder of the Term, reduced by an amount equal to the fair rental value of the Premises over the remainder of the Term, as determined by an independent real estate appraiser named by Landlord, in which case such Liquidated Damages shall be payable to Landlord in one lump sum on demand made by Landlord at any time and shall bear interest at the rate of two percent (2%) per annum in excess of the Barnett Bank Prime Rate from the date of termination until paid. Xxx xxxposes of this clause (ii), present value shall be computed by the application of a discount rate equal to the discount rate in effect at the Federal Reserve Bank nearest to the location of the Premises as of the date of determination. Section 22.04. In addition, if this Lease is terminated, Landlord may, but shall have no obligation to, relet the Premises or any part thereof, alone or together with other premises, for such term or terms (which may be greater or less than the period which would have constituted the balance of the Term) and on such terms and conditions (which may include concessions for free rent and alterations of the Premises) as Landlord, in its uncontrolled discretion, may determine, but Landlord shall not be liable for, nor shall Tenant's obligations hereunder be diminished by reason of, failure by Landlord to relet the Premises or any failure by Landlord to collect any rent due upon such reletting, and Tenant, to the extent Tenant may lawfully do so, hereby waives all right to require Landlord to relet the Premises. Section 22.05. Nothing contained in this Lease shall, however, limit or prejudice the right of Landlord to prove for and obtain in proceedings under any federal or state laws relating to bankruptcy or insolvency or reorganization or arrangement by reason of the termination of this Lease, an amount equal to the maximum allowed by any Government Agency statute or rule of law in effect at the revocation time when, and governing the proceedings in which, the damages are to be proved, whether or limitation not the amount be greater than the amount of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation damages referred to above. Section 22.06. Any and all rights and remedies which Landlord may have under this Lease, and at law and equity, shall be cumulative and shall not be deemed inconsistent with each other, and any two or more of all such rights and remedies may be exercised at the same time insofar as permitted by law. Section 22.07. The waiver by either party of any licensedefault shall not be deemed to be a waiver of any subsequent default under the same, permit, certification or approval under any other circumstances term, covenant or condition of this Lease. The subsequent acceptance of any Rent by Landlord shall not be deemed to be a waiver of any preceding default by Tenant under which any term, covenant or condition of this Lease, other than the failure of Tenant or is required to cease its operation pay the particular Rent so accepted, regardless of the Facility in accordance with its Intended Use Landlord's knowledge of such preceding default at the time of acceptance of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility MortgageRent.

Default. Upon the occurrence of any one or more of the (a) The following events ("Event shall be deemed to be events of Default"), Landlord shall have the right to exercise any rights or remedies available in default by Tenant under this Lease, at law or in equity. Events of Default shall be: : (i) Tenant's failure Tenant shall fail to pay when due any regularly scheduled payment installment of Rent, Rent or any other sum charge or assessment against Tenant pursuant to the terms hereof within ten (10) business days after receipt by Tenant of money payable hereunder (whether as additional Rent or otherwise) and written notice of such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); of payment; (ii) Tenant shall fail to comply with any term, provision, covenant or warranty made under this Lease by Tenant's failure to pay when due any , other than the payment of Rent, the Rent or any other sum of money charge or assessment payable hereunder (whether as additional Rent or otherwise) by Tenant, and shall not cure such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt by Tenant of Notice written notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty ; (30iii) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute guarantor of this Lease shall make a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an general assignment for the benefit of creditors creditors, or shall admit in writing its inability to pay its debts generally as they become due, or if Tenant's interest shall file a petition in bankruptcy, or shall be adjudicated as bankrupt or insolvent, or shall file a petition in any proceeding seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file an answer admitting or fail timely to contest the material allegations of a petition filed against it in any such proceeding; (iv) a proceeding is commenced against Tenant or any guarantor of this Lease is attachedseeking any reorganization, seized arrangement, composition, readjustment, liquidation, dissolution or made subject to similar relief under any other judicial seizure present or future statute, law or regulation, and such seizure or attachment is proceeding shall not discharged have been dismissed within ninety sixty (9060) days; days after the commencement thereof; (v) if Tenant's fails to provide insurance coverage a receiver or trustee shall be appointed for the Demised Premises or for all or substantially all of the assets of Tenant or of any guarantor of this Lease and such receiver or trustee shall not have been dismissed within sixty (or allows such coverage to be canceled or lapse60) pursuant to its obligation hereunder; days after the appointment thereof; (vi) if Tenant shall fail to take possession of the Demised Premises or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, any portion thereof as provided in any manner, permits the sale or divestiture of substantially all of its assets; this Lease; (vii) if Tenant shall do or permit to be done anything which creates a Change of Control occurs lien upon the Demised Premises or the estate Project and such lien is not removed or interest of discharged within thirty (30) days after Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation receives written notice of the terms of this Lease, unless Tenant is contesting such lien filing thereof (whether from Landlord or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under from any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000source whatsoever), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgage.

Default. Upon the occurrence and during the continuance of any one or more of the following events (each, an "Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall beconsist of: (i) Tenant's failure to pay when due any regularly scheduled payment of Rent, or any other sum of money payable hereunder (whether as additional Additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); provided, however, that no Event of Default shall be deemed to have occurred under this Paragraph 21(a)(i), if BLC Holdings cures such failure to pay, pursuant to the terms of the Agreement Regarding Leases, within such five (5) day period; (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; provided, however, that no Event of Default shall be deemed to have occurred under this Paragraph 21(a)(ii), if BLC Holdings cures such failure to pay, pursuant to the terms of the Agreement Regarding Leases, within such five (5) day period; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant (w) Tenant, Lease Guarantor or its Parent Guarantor becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if (x) any of the foregoing are filed against Tenant Tenant, Lease Guarantor or its ParentGuarantor, and such petition or appointment shall not have been set aside within ninety (90) days from after the date of such petition or appointment, or if Tenant (y) Tenant, Lease Guarantor or its Parent Guarantor makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or if (z) Tenant's interest in this Lease is attached, levied upon, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's Tenant fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant any of Tenant, Lease Guarantor or its Parent Guarantor is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control default occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with under Paragraph 26 hereof15; (viii) if there has been a final unappealable determination by any the applicable Government Agency of the revocation or material limitation of any material license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or material limitation of any license, permit, certification or approval under any other circumstances under pursuant to which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect effect on the use Tenant or operation of Tenant's ability to operate the Leased PropertyProperties for their Intended Use; (ix) if Tenant voluntarily ceases for longer than thirty (30) days operation of the Leased Property for its Intended Use, except as a result of (A) a Casualty or (B) a partial or complete Condemnation; (x) if Intentionally Omitted; (xi) Intentionally Omitted; (xii) Intentionally Omitted; (xiii) Tenant fails to pay for money borrowed breaches any material representation or for warranty made by Tenant in this Lease and the deferred purchase price same has a material adverse affect on the financial condition of Tenant, the operations of the Property or the value of the Leased Property; (xiv) Intentionally Omitted; (xv) the issuance or entry against Lease Guarantor or Guarantor of any material property final, unappealable award or services judgment (excluding trade accounts payable after any applicable appeal periods have expired) in the ordinary course an amount of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Five Million Dollars ($250,000)5,000,000.00) or more, and such award or judgment shall continue unsatisfied and in effect for a period of ten (10) consecutive days without Tenant's demonstrating, to Landlord's reasonable satisfaction, that any insurance policy exists that would cover such award or judgment; (xvi) the same final, unappealable termination or suspension by the applicable Governmental Agency or other Person of the right of the Facility to participate in and receive benefits under Third Party Payor Programs, or the final unappealable termination or suspension of the right of the Facility to admit residents who would be declared entitled to be receive benefits pursuant to such Third Party Payor Programs, if in either case (i) the Facility participated in such Third Party Payor Program at the time of such termination or become due suspension, and (ii) the revenues received by or payable prior to such Facility from such Third Party Payor Programs equaled or exceeded 10% of the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsedFacility's gross revenues in the immediately preceding Lease Year; or (xixvii) [if any Person acquires more than 9.8% an Event of Default (as defined in the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust Agreement Regarding Leases) occurs under the applicable provisions of the Code. Agreement Regarding Leases.](5) Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede supersede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgage.

Default. Upon If the occurrence of any one or more of the following events ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall beConcessionaire: (i) Tenant's failure a. Shall fail to pay when due any regularly scheduled payment installment of Rent, or any other sum of money payable hereunder rent within ten (whether as additional Rent or otherwise) and such failure is not cured within five (510) days (or after it becomes payable and if such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within default shall continue for five (5) days after receipt of Notice thereof receiving written notice from Landlordthe Department demanding payment; (iii) Tenant's failure b. Shall fail to maintain in full force and effect any insurance or bond required by the terms of this Lease or Ohio law; c. Shall fail to maintain adequate standards in providing service required by this Lease, or in any manner shall fail to provide adequate service to the public; d. Shall fail to observe and perform any other provision, covenant or condition of the terms, covenants or conditions contained in this Lease if not remedied within thirty by the end of fifteen (3015) days after receipt of Notice thereof, or, if written notice from the Department specifying such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereoffailure; (iv) if Tenant e. Shall abandon or its Parent becomes bankrupt vacate the Properties or insolvent, any part thereof during the term of this Lease; f. Shall voluntarily or files any debtor involuntarily be subject to bankruptcy proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes ; g. Shall make an assignment for the benefit of creditors or shall admit in writing enter into a composition agreement with its inability to pay its debts generally as they become duecreditors, or if Tenant's the interest of the Concessionaire in this Lease the Properties is attached, levied upon, or seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) daysby legal process; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding h. Shall assign this Lease in violation of the terms hereof; i. Shall under-report revenue on monthly income statements, or any other financial reports, or shall misrepresent the source of revenue in such reports furnished to the Department; or j. Shall fail to remain authorized to do business of the type and nature required in this Lease in the State of Ohio, k. Its principal(s) or officers(s), if the Concessionaire is a corporation, or its partners(s) if the Concessionaire is a partnership, are convicted of any theft offense; then, and in any of such cases, immediately or at any time thereafter, at the option of the Director, the Department shall have the right to immediately reenter and take possession of the Properties, and, as the Director elects, either: 1) declare this Lease to be terminated, in which event this Lease, all rights of the Concessionaire, and all duties of the Department shall immediately cease and terminate and the Department may possess and enjoy the Properties as though this Lease had never been made, without prejudice, however, to any and all rights of action against the Concessionaire the Department may have for rent, damages, or breach of covenant, in respect to which the Concessionaire shall remain and continue to be liable notwithstanding such termination; or 2) relet the Properties, or any part thereof, for such term or terms and on such conditions as the Department determines for and on behalf of the Concessionaire, for the highest rental reasonably obtainable in the judgement of the Director, which reletting shall not be considered as a surrender or acceptance back of the Properties or a termination of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by and recover from the Concessionaire any Government Agency deficiency between the amount of the revocation or limitation of any licenserent, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof additional rent and all applicable notices other charges payable under this Lease, plus any expenses incurred by the Department in connection with respect thereto have been given repairs or alterations the Director deems necessary or appropriate to make in connection with such reletting, all costs incurred in actually reletting the Properties and all applicable grace or cure periods with respect thereto shall have lapsedsums expended for reasonable attorney's fees; or (xi) if any Person acquires more than 9.8% of but the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder Director shall be made and performed within such time periods so as under no duty to comply with relet the terms of the Facility MortgageProperties.

Default. Upon Except as otherwise set forth herein and/or in the occurrence of any one or more of Exhibits hereto, the following events (shall constitute a "Event of Default"), Landlord shall have the right to exercise any rights or remedies available in " under this Lease, at law or in equity. Events of Default shall be: Agreement: (i) Tenant's the failure to pay make any payment when due due; or (ii) the failure to perform or fulfill any regularly scheduled payment of Rentother material term, provision, obligation, or any other sum covenant of money payable hereunder (whether as additional Rent or otherwise) and this Agreement, where in each case such failure is not cured within five (5) days (or such earlier period as remains uncured after the expiration of applicable notice and cure periods. The City shall follow the procedures set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) Sections 18.02.260 and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other 18.02.300 of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant Development Agreement Ordinance with respect to any statute a petition in bankruptcy alleged or insolvency or for reorganization, or files a petition for the appointment actual Default of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or if Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the CodeDeveloper. Notwithstanding the foregoing, if a failure can be cured but the cure cannot reasonably be completed within thirty (30) days, then it shall not be considered a Default if a cure is commenced within said 30-day period and diligently prosecuted to completion thereafter. Any notice of Default given by Developer to the City shall specify the nature of the alleged failure and, where appropriate, the manner in which said failure satisfactorily may be cured (if at all). The City shall follow the aforementioned provisions of the Development Agreement Ordinance with respect to any applicable Facility Mortgage provides notice of Default to Developer. Notwithstanding any other provision in this Agreement to the contrary but subject to Article 12 below, if Developer conveys or Transfers some but not all of the Project and there is more than one Party that assumes obligations of "Developer" under this Agreement, there shall be no cross-default between the separate Parties that assumed Developer obligations. Accordingly, if, for example, a Transferee Defaults, it shall not be a Default by any other Transferee or Developer that owns a different portion of the Project Site. As an alternative to the Default procedure set forth herein, the City may elect to first hold a compliance review as set forth in the Development Agreement Ordinance. Further, in the event of noncompliance with a condition required under an administrative permit or any subsequent planned development permit issued for a shorter cure conditional or grace periodspecial use, the PBCE Director may revoke, suspend or does not require notice to be given to trigger an event of default thereunder for modify the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then administrative permit or subsequent planned development permit or otherwise enforce the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms requirements of the Facility Mortgageadministrative permit and subsequent planned development permit pursuant to the remedies available to the City under the Municipal Code. A violation of an administrative permit or a subsequently issued planned development permit for a conditional or special use shall not, by itself, constitute a violation of the Downtown West PD Permit.

Default. Upon the a. The occurrence of any one or more of the following events shall constitute a default and breach of this Lease by Tenant ("a “Default” or “Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be:”): (i) Tenant's Any failure by Tenant to pay when due any regularly scheduled payment of Rent, the Rent or to make any other sum of money payable payment required to be made by Tenant hereunder within ten (whether as additional Rent or otherwise) and such failure is not cured within five (510) days (or such earlier period as set forth in this Paragraph 21(a))of date due; (ii) The abandonment of the Premises by Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's Any failure by Tenant to observe and perform any other of the termsits obligations under this Lease, covenants or conditions contained where such failure continues for fifteen (15) days (except where a different period of time is specified in this Lease if not remedied within thirty (30Lease) days after receipt of Notice thereof, or, if Landlord has given Tenant written notice or such default cannot reasonably other notice as may be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereofrequired by law; (iv) if Tenant makes, or has made, or furnishes, or has furnished, any warranty, representation or statement to Landlord in connection with this Lease, or any other agreement to which Tenant and Landlord are parties, which is or was false or misleading in any material respect when made or furnished; (v) Any substantial portion of the assets of Tenant is transferred or any material obligation is incurred by Tenant, unless such transfer or obligation is incurred in the ordinary course of Tenant’s business or in good faith for fair equivalent consideration, and with Landlord’s consent; (vi) Tenant becomes insolvent as defined in the Federal Bankruptcy Code, admits in writing its insolvency or its Parent becomes bankrupt present or insolventprospective inability to pay its debts as they become due, is unable to or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for does not pay all or substantially all any material portion (in number or dollar amount) of its assetsdebts as they become due, and such petition permits or appointment suffers a judgment to exist against it which affects Tenant’s ability to conduct its business in the ordinary course (unless enforcement thereof is stayed pending appeal), makes or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes proposes an assignment for the benefit of creditors or shall admit in writing any class thereof for purposes of effecting a moratorium upon or extension or composition or its inability to pay its debts generally as they become duedebts, proposes any such moratorium, extension or composition, or if Tenant's interest in this Lease is attachedcommences or proposes to commence any bankruptcy, seized reorganization or made subject to insolvency proceeding, or other proceeding under any federal, state or other judicial seizure and such seizure or attachment is not discharged within ninety (90) dayslaw for the relief of debtors; (vvii) if Tenant's Tenant fails to provide insurance coverage obtain the dismissal, within thirty (30) days after the commencement thereof, of any bankruptcy, reorganization or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolvedinsolvency proceeding, or begins proceedings toward other proceeding under any law for the relief of debtors, instituted against it by one or more third parties, or fails actively to oppose any such liquidation or dissolutionproceeding, or, in any mannersuch proceeding, permits defaults or files an answer admitting the sale material allegations upon which the proceeding was based or divestiture alleges its willingness to have an order for relief entered or its desire to seek liquidation, reorganization or adjustment of substantially all any of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereofdebts; (viii) if there has been a final unappealable determination by Any receiver, trustee or custodian is appointed to take possession of all or any Government Agency substantial portion of the revocation assets of Tenant, or limitation any committee of Tenant’s creditors, or any class thereof is formed for the purpose of monitoring or investigating the financial affairs of Tenant or enforcing such creditors’ rights. b. In the event of any licensesuch default by Tenant, permit, certification or approval required for the lawful operation of the Facility then in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under addition to any other circumstances under remedies available to Landlord at law or in equity, Landlord shall have the option to immediately terminate this Lease and all rights of Tenant hereunder by giving written notice of such intention to terminate. In the event that Landlord shall elect to so terminate the Lease then Landlord may recover from Tenant: (i) any unpaid Rent which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use shall have accrued at the time of such termination; plus (ii) the entire amount of unpaid Rent for the balance of the term which amount shall, at Landlord’s option, be immediately due and payable; plus (iii) any other amount necessary to compensate Landlord for Landlord’s loss or limitation damage caused directly or indirectly by Tenant’s failure to perform its obligations under this Lease including, but not limited to, reasonable attorney’ fees and costs; plus (iv) at Landlord’s election, such event other amounts in addition to or failure has a material adverse affect on the use or operation in lieu of the Leased Property;foregoing, as may be permitted from time to time by applicable law. (ix) if Tenant voluntarily ceases operation c. In the event of any such default by Tenant, Landlord shall also have the right, with or without terminating this Lease, to re-enter and to take possession of the Leased Property for its Intended UsePremises and to remove all persons and property from the Premises. Landlord is hereby granted a lien, except in addition to any statutory lien or right to distrain that may exist, on all personal property of Tenant in or upon the Premises, to assure payment of the Rent and performance of the covenants and conditions of this Lease. Landlord shall have the right, as agent of Tenant, to take possession of all personal property of Tenant found in or about the Premises including, without limitation, furniture and fixtures of Tenant and, to sell the same at public or private sale and to apply the proceeds thereof to the payment of any monies due or becoming due under this Lease, or to remove all such effects and store same in a result public warehouse or elsewhere at the cost of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or and for the deferred purchase price account of Tenant, or any other owner or occupant, Tenant hereby waiving the benefit of all laws exempting property from execution, levy and sale on distress or judgment. d. In the event of the vacation of or abandonment of the Premises by Tenant, or in the event that Landlord shall elect to re-enter as provided above or shall take possession of the Premises pursuant to legal proceeding or pursuant to any notice provided by law, then if Landlord does not elect to terminate this Lease as provided in this Section, Landlord may from time to time, without terminating this Lease, either recover all Rent as it becomes due or relet the Premises or any part thereof for such term or terms and at such rental or rentals and upon such other terms and conditions as Landlord in its sole discretion may deem advisable with the right to make alterations and repairs to the Premises. e. In the event that Landlord shall elect to so relet, then rentals received by Landlord from such reletting shall be applied: first, to the payment of any material property or services (excluding trade accounts payable in indebtedness other than Rent due hereunder from Tenant to Landlord; second, to the ordinary course payment of business on customary trade terms) or any guaranty relating thereto whichcost of such reletting, in including but not limited to broker’s commissions and reasonable attorneys’ fees; third, to the aggregatepayment of the cost of any alterations and repairs to the Premises; fourth, exceeds Two Hundred Fifty Thousand Dollars ($250,000), 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 be declared to be or may become due and payable prior to hereunder. Should any such reletting result in the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more payment of rentals less than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Rent payable by Tenant hereunder, then Tenant shall pay such deficiency to Landlord immediately upon demand therefor by Landlord. Tenant shall also pay Landlord as soon as ascertained, any costs and expenses incurred by Landlord in such reletting or in making such alterations and repairs not covered by the provisions for notice (rentals received from such reletting. f. No re-entry or lack thereof) and cure under such Facility Mortgage shall supercede taking possession of the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder Premises by Landlord pursuant to this Section shall be made and performed within construed as an election to terminate this Lease unless written notice of such intention be given to Tenant. Notwithstanding any reletting without termination by Landlord because of any default by Tenant, Landlord may at any time periods so as after such reletting, elect to comply with the terms of the Facility Mortgageterminate this Lease for any such default.

Default. Upon A Default shall be deemed to have occurred hereunder upon the occurrence happening of any one or more of the following events following: ("Event of Default"), Landlord a) Client shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure fail to pay as and when due any regularly scheduled payment amount owed to Factor; (b) any Amended and Restated Factoring and Security Agreement - Xxxxx Instruments Corp. Obligor shall breach any covenant, warranty or representation set forth herein or in any Factoring Document or same shall be untrue when made; (c) any Obligor becomes insolvent in that its debts are greater than the fair value of Rentits assets or is unable to pay its debts as they mature, or admits in writing that it is insolvent or unable to pay its debts, makes an assignment for the benefit of creditors, makes a conveyance fraudulent as to creditors under any state or federal law, or a proceeding is instituted by or against any Obligor alleging that such Obligor is insolvent or unable to pay debts as they mature, or a petition under any provision of Title 11 of the United States Code, as amended, or any other sum state insolvency proceeding is filed by or against any Obligor; (d) any involuntary lien, garnishment, attachment or the like shall be issued against or shall attach to the Accounts, the Collateral or any portion thereof and the same is not released within ten (10) days; (e) any Obligor suffers the entry against it for a final judgment for the payment of money payable hereunder (whether as additional Rent or otherwise) and such failure in excess of $100,000.00, unless the same is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied discharged within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of entry thereof or an appeal or appropriate proceeding for review thereof is taken within such petition periods and a stay of execution pending such appeal is obtained; (f) any report, certificate, schedule, financial statement, profit and loss statement or appointmentother statement furnished by Client, or if Tenant by any Obligor or other person on behalf of Client, to Factor is not true and correct in any material respect; (g) Obligor shall have a federal or state tax lien filed against any of its Parent makes an assignment for the benefit of creditors properties, or shall admit in writing its inability fail to pay its debts generally as they become any federal or state tax when due, or if Tenant's interest shall fail to file any federal or state tax form as and when due; (h) a material adverse change shall have occurred in this Lease is attachedObligor’s financial conditions, seized business or made subject to operations; (i) any other judicial seizure and such seizure or attachment is not discharged within ninety suspension of the operation of Obligor’s present business; (90j) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolveddissolution, merger, or begins proceedings toward such liquidation consolidation of any Obligor that is a corporation, partnership or dissolutionlimited liability company; (k) transfer of a substantial part (determined by market value) of the property of any Obligor; (l) sale, ortransfer or exchange, in either directly or indirectly, of a controlling stock or equity ownership interest of any mannerObligor; (m) termination, permits unenforceability or withdrawal of any guaranty for the sale Obligations, or divestiture failure of substantially all any Obligor to perform any of its assets; obligations under such a guaranty or assertion by any Obligor that it has no liability or obligation under such a guaranty, (viin) if a Change default or event of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of default shall occur under the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation agreement between Client and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace periodFactor, or does not require notice (o) Client shall breach any covenant or fail to be given to trigger an event of default thereunder for the same obligation as described above perform any covenant in any agreement between Client and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility MortgageFactor. .

Default. Upon the occurrence of any one or more Event of Default (defined below), BLC Holdings shall have the affirmative obligation to notify PSLT-BLC Holdings as soon as it knows of any such event. The occurrence of any of the following events (shall constitute an "Event of Default")" under this Agreement, Landlord and in connection therewith, PSLT-BLC Holdings shall have the right to exercise any rights or remedies available in this LeaseAgreement, at law or in equity. Events of Default shall be: (i) Tenant's Any default by any of the Brookdale Lessees under the terms of their respective Property Leases with the Provident Lessors, and the continuation of such default beyond any applicable notice and cure period therefor; (ii) BLC Holdings' failure to pay and contribute to the applicable Brookdale Lessee(s) and to cause such applicable Brookdale Lessee(s) to remit such sums to the applicable Provident Lessor(s), when due hereunder, any regularly scheduled payment of Rent, or any other sum of money payable hereunder the Brookdale Rent Payments (whether as additional Rent due to a Wrongful Distribution or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from LandlordBusiness Days; (iii) Tenant's BLC Holdings' failure to perform any other of the terms, covenants or conditions contained in this Lease Agreement if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant BLC Holdings does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant (w) BLC Holdings or its Parent Guarantor becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if (x) any of the foregoing are filed against Tenant BLC Holdings or its Parent, Guarantor and such petition or appointment shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant (y) BLC Holdings or its Parent Guarantor makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or if Tenant(z) BLC Holdings' or Guarantor's interest in this Lease all or portion of the Total Revenues is attached, levied upon, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (either of BLC Holdings or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent Guarantor is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, or in any manner, manner permits the sale or divestiture of substantially all of its assets; (vi) a default occurs under Paragraph 6; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereofIntentionally Omitted; (viii) if there has been a final unappealable determination any material representation or warranty made by or on behalf of BLC Holdings under this Agreement shall prove to be false or misleading in any Government Agency of material respect on the revocation or limitation of any license, permit, certification or approval required for date when made and the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure same has a material adverse affect on the use financial condition of BLC Holdings or operation of BLC Holdings' ability to perform under this Agreement or the Leased PropertyLease Guaranty (as defined in the Property Leases); (ix) if Tenant voluntarily ceases operation any material representation or warranty made by or on behalf of Guarantor under the Leased Property for its Intended Use, except as Guaranty shall prove to have been false or misleading in any material respect on the date when made and the same has a result material adverse affect on the financial condition of Casualty Guarantor or partial or complete CondemnationGuarantor's ability to perform under the Guaranty; (x) if Tenant fails to pay for money borrowed Intentionally Omitted; (xi) the issuance or for the deferred purchase price entry against Guarantor of any material property final, unappealable award or services judgment (excluding trade accounts payable after any applicable appeal periods have expired) in the ordinary course an amount of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Five Million Dollars ($250,000)5,000,000.00) or more, and such award or judgment shall continue unsatisfied and in effect for a period of ten (10) consecutive days without BLC Holdings demonstrating, to PSLT-ALS Holdings' reasonable satisfaction, that an insurance policy exists that would cover such award or judgment; (xii) if the same Net Worth of Guarantor declines below Seventy Five Million Dollars ($75,000,000); provided, however, that BLC Holdings shall have the right to cure such Event of Default by depositing and maintaining with PSLT-BLC Holdings cash or a Letter of Credit in the amounts set forth below (which cash or Letter of Credit shall be declared in addition to the amounts required to be maintained hereunder pursuant to Paragraph 33 hereof) as security for the performance and observance by BLC Holdings of the terms, conditions and provisions of this Agreement, and which may be drawn upon or become due applied, as the case may be, in accordance with the provisions of Paragraph 33(a) hereof: (A) in an amount equal to one (1) month of Current Lease Payments if Guarantor's Net Worth is less than $75,000,000 but is equal to or greater than $50,000,000 (the "$50,000,000 Threshold") (B) in an amount equal to three (3) months of Current Lease Payments if Guarantor's Net Worth is less than $50,000,000 but is equal to or greater than $25,000,000 (the "$25,000,000 Threshold"); and (C) in an amount equal to six (6) months of Current Lease Payments if Guarantor's Net Worth is less than $25,000,000 but is equal to an amount greater than $0, it being intended that if Guarantor's Net Worth is equal to, or declines below, $0, then BLC Holdings shall have no further cure rights under this Paragraph, and payable prior an Event of Default shall be deemed to have occurred; If BLC Holdings maintains a Net Worth at least equal to the stated maturity $25,000,000 Threshold for two (2) consecutive calendar quarters, then the cash or the Letter of Credit, as applicable, deposited under this Paragraph, in an amount equal to three (3) months of Current Lease Payments (or any portion thereof and all applicable notices remaining) shall be returned to BLC Holdings. If BLC Holdings maintains a Net Worth at least equal to the $50,000,000 Threshold for two (2) consecutive calendar quarters, then the cash or the Letter of Credit, as applicable, deposited under this Paragraph, in an amount equal to two (2) months of Current Lease Payments (or the unapplied portion thereof) shall be returned to BLC Holdings. If BLC Holdings maintains a Net Worth of at least $75,000,000 for two (2) consecutive calendar quarters, then the cash or the Letter of Credit, as applicable, deposited under this Paragraph, in an amount equal to one (1) month of Current Lease Payments (or the unapplied portion thereof) shall be returned to BLC Holdings. If BLC Holdings fails to maintain any of the thresholds with respect thereto have been given to Net Worth as described in the immediately preceding sentences, then PSLT-BLC Holdings shall be entitled to retain the cash or Letter of Credit deposited under this Paragraph 7(a)(xii) until the end of the Term hereof, and, upon BLC Holdings' performance of all of its obligations hereunder and the performance by all of the Brookdale Lessees of their respective obligations under their applicable grace Property Leases, PSLT-BLC Holdings shall return such cash or cure periods with respect thereto Letter of Credit (or any portion thereof remaining) to BLC Holdings within twenty (20) Business Days after the expiration of the Term or sooner termination of this Agreement (other than a termination which results from an Event of Default). Any cash deposited under this Paragraph 7(a)(xii) shall have lapsedbe held in a segregated bank account and shall be invested in Permitted Investments. BLC Holdings shall be responsible for the payment of any federal, state or local income tax earned from Permitted Investments. (xiii) if any audit or the financial statements of Guarantor contain a qualified opinion regarding Guarantor's ability to continue operations as a "going concern"; or (xixiv) if Guarantor fails to perform any Person acquires more than 9.8% of the outstanding ownership interests terms, covenants or conditions contained in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if Guaranty beyond any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions periods set forth abovetherein. Notwithstanding anything to the contrary set forth in this Paragraph 7(a), it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with any Facility that is encumbered by one or more Facility Mortgages (any such encumbered Facility, an "Applicable Facility" and each Facility Mortgage encumbering the terms of the Applicable Facility, an "Applicable Facility Mortgage"), if and to the extent that: (A) a default occurs under clause (i), clause (ii), clause (iii) or clause (vi) of this Paragraph 7(a), and (B) such default arises solely as a result of a default under or relating to a Property Lease other than the Property Lease demising the Applicable Facility (and not as result of a default under the Property Lease demising the Applicable Facility), then, provided that no other independent Event of Default then exists under the Property Lease demising the Applicable Facility, such default shall not constitute an Event of Default, unless the holders of each Applicable Facility Mortgage (if any) encumbering the Applicable Facility consents in writing to such default's constituting an Event of Default.

Default. Upon the occurrence of any one or more Event of Default (defined below), ALS Holdings shall have the affirmative obligation to notify PSLT-ALS Holdings as soon as it knows of any such event. The occurrence of any of the following events (shall constitute an "Event of Default")" under this Agreement, Landlord and in connection therewith, PSLT-ALS Holdings shall have the right to exercise any rights or remedies available in this LeaseAgreement, at law or in equity. Events of Default shall be: (i) Tenant's Any default by any of the Alterra Lessees under the terms of their respective Property Leases with the Provident Lessors, and the continuation of such default beyond any applicable notice and cure period therefor; (ii) ALS Holdings' failure to pay when due hereunder any regularly scheduled payment of Rent, or any other sum of money payable hereunder the Alterra Rent Payments (whether as additional Rent due to a Wrongful Distribution or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from LandlordBusiness Days; (iii) Tenant's ALS Holdings' failure to perform any other of the terms, covenants or conditions contained in this Lease Agreement if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant ALS Holdings does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant (w) ALS Holdings or its Parent Guarantor becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if (x) any of the foregoing are filed against Tenant ALS Holdings or its Parent, Guarantor and such petition or appointment shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant (y) ALS Holdings or its Parent Guarantor makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or if Tenant(z) ALS Holdings' or Guarantor's interest in this Lease all or portion of the Total Revenues is attached, levied upon, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (either of ALS Holdings or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent Guarantor is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, or in any manner, manner permits the sale or divestiture of substantially all of its assets; (vi) a default occurs under Paragraph 6; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereofIntentionally Deleted; (viii) if there has been a final unappealable determination any material representation or warranty made by or on behalf of ALS Holdings under this Agreement shall prove to be false or misleading in any Government Agency of material respect on the revocation or limitation of any license, permit, certification or approval required for date when made and the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure same has a material adverse affect effect on the use financial condition of ALS Holdings or operation of ALS Holdings' ability to perform under this Agreement or the Leased PropertyLease Guaranty (as defined in the Property Leases); (ix) if Tenant voluntarily ceases operation any material representation or warranty made by or on behalf of Guarantor under the Leased Property for its Intended Use, except as Guaranty shall prove to have been false or misleading in any material respect on the date when made and the same has a result material adverse effect on the financial condition of Casualty Guarantor or partial or complete CondemnationGuarantor's ability to perform under the Guaranty; (x) if Tenant fails to pay for money borrowed Intentionally Deleted; (xi) the issuance or for the deferred purchase price entry against Guarantor of any material property final, unappealable award or services judgment (excluding trade accounts payable after any applicable appeal periods have expired) in the ordinary course an amount of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two One Million Six Hundred Fifty Thousand Dollars ($250,000)1,600,000.00) or more, and the same be declared such award or judgment shall continue unsatisfied and in effect for a period of ten (10) consecutive days without ALS Holdings demonstrating, to be PSLT-ALS Holdings' reasonable satisfaction, that an insurance policy exists that would cover such award or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsedjudgment; or (xixii) Intentionally Deleted; or (xiii) if Guarantor fails to perform any Person acquires more than 9.8% of the outstanding ownership interests terms, covenants or conditions contained in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if Guaranty beyond any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions periods set forth abovetherein. Notwithstanding anything to the contrary set forth in this Section 7(a), it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with any Facility that is encumbered by one or more Facility Mortgages (any such encumbered Facility, an "Applicable Facility" and each Facility Mortgage encumbering the terms of the Applicable Facility, an "Applicable Facility Mortgage"), if and to the extent that: (A) a default occurs under clause (i), clause (ii), clause (iii), clause (vi) or clause (xiii) of this Section 7(a), and (B) such default arises solely as a result of a default under or relating to a Property Lease other than the Property Lease demising the Applicable Facility (and not as result of a default under the Property Lease demising the Applicable Facility), then, provided that no other independent Event of Default then exists under the Property Lease demising the Applicable Facility, such default shall not constitute an Event of Default, unless the holders of each Applicable Facility Mortgage (if any) encumbering the Applicable Facility consents in writing to such default's constituting an Event of Default.

Default. Upon Borrower shall be in default (“Default”) under this Agreement and the occurrence of Loan Documents in the event that Borrower, any one or more of the following events ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Tenant's failure to pay when due any regularly scheduled payment of RentGuarantor and Debtor, or any other sum party guarantying or securing the Loan: a. fails to pay any monetary obligation to Lender; b. fails to perform any obligation or breaches any warranty or covenant to Lender contained in this Agreement or the Loan Documents or any other present or future written agreement with Lender; c. allows or causes the Collateral to be damaged in any material respect, destroyed, lost stolen, seized, or confiscated to the extent not covered by insurance and it could reasonably be expected to result in a material and adverse change in Borrower’s business operations or financial condition, taken as a whole, or materially affect the Collateral; d. seeks to revoke, terminate or otherwise limit its liability to Lender under the Loan Documents; e. is dissolved or terminated, ceases to operate its business, becomes insolvent, makes an assignment for the benefit of money payable hereunder (creditors, or becomes the subject of any bankruptcy, insolvency or debtor rehabilitation proceeding; or f. shall be in material default under any note, loan agreement, indenture, mortgage, deed of trust, security agreement or any other agreement or obligation to which they are a party, or by which any of their respective properties may be bound, whether with Lender or some third party which default could reasonably be expected to result in a material and adverse change, taken as a whole, in the business operations or financial condition of Borrower or materially affect the Collateral. During any time while the Borrower is in Default, the Lender is not required to make any additional Rent advances under the Line. A Default shall become an “Event of Default” if: i. The Default by its nature cannot be cured or otherwise) and such remedied through the efforts of Borrower. ii. In the case of failure to pay principal, interest or other monetary obligation under the Loan Documents, the Default is not cured within five ten (510) days following written notice from Lender to Borrower. iii. In the case of a breach of the covenants in Paragraph 5aq, ten (10) days after the submission of the applicable compliance certificate showing the breach, if an investment in the Borrower in the form of additional equity or Subordinated Liabilities is not made such earlier period as set forth in this Paragraph 21(a));that, had the investment been made on the final day of the testing period, the covenant would not have been breached. (ii) Tenant's failure to pay when due any iv. In all other payment of Rentcases, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure the Default is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary following written notice from Lender to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or if Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; (vii) if a Change of Control occurs or the estate or interest of Tenant in the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its Intended Use or the loss or limitation of any license, permit, certification or approval under any other circumstances under which Tenant or is required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (ix) if Tenant voluntarily ceases operation of the Leased Property for its Intended Use, except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the deferred purchase price of any material property or services (excluding trade accounts payable in the ordinary course of business on customary trade terms) or any guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars ($250,000), and the same be declared to be or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's sole but reasonable determination, adversely affect the status or treatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, if any applicable Facility Mortgage provides for a shorter cure or grace period, or does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of Tenant hereunder shall be made and performed within such time periods so as to comply with the terms of the Facility Mortgage.Borrower