Common use of Defaults Clause in Contracts

Defaults. Tenant further agrees that any one or more of the following events shall be considered Events of Default as said term is used herein, that is to say, if: A. Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for five

Defaults. Tenant further agrees that The occurrence of any one or more of the following events shall constitute a default (“Default”) of this Lease by Tenant: (a) Any failure by Tenant to pay any Rent or any other charge required to be paid under this Lease, or any part thereof when due if such failure continues for five (5) days after written notice to Tenant; or (b) Except where a specific time period is otherwise set forth for Tenant’s performance in this Lease, in which event the failure to perform by Tenant within such time period shall be considered Events a default by Tenant under this Section 19.1(b), any failure by Tenant to observe or perform any other provision, covenant or condition of Default as said term this Lease to be observed or performed by Tenant where such failure continues for thirty (30) days after written notice thereof from Landlord to Tenant; provided that if the nature of such default is used hereinsuch that the same cannot reasonably be cured within a thirty (30) day period, that is to say, if: A. Tenant shall not be adjudged an involuntary bankruptdeemed to be in default if it diligently commences such cure within such period and thereafter diligently proceeds to rectify and cure such default; or (c) To the extent permitted by Law, a general assignment by Tenant of this Lease for the benefit of creditors, or the taking of any corporate action in furtherance of bankruptcy or dissolution whether or not there exists any proceeding under an insolvency or bankruptcy Law, or the filing by or against Tenant or any guarantor of any proceeding under an insolvency or bankruptcy Law, unless in the case of a decree or order approving, as properly filed, a petition or answer proceeding filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside same is dismissed within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall filedays, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a trustee or receiver for to take possession of all or substantially all of the assets of Tenant or any guarantor, unless possession is restored to Tenant within thirty (30) days, or any execution or other judicially authorized seizure of all or substantially all of Tenant’s assets located upon the Premises or of Tenant’s interest in this Lease, unless such seizure is discharged within thirty (30) days; or (d) Any breach of Tenant’s obligations under this Lease at such time as Tenant shall have abandoned all or a substantial portion of the property of Premises by Tenant; or D. (e) The failure by Tenant shall admit in writing its inability to pay its debts observe or perform according to the provisions of Articles 5, 14, 17 or 18 of this Lease where such failure continues for more than five (5) Business Days (“Business Days” being defined as they become duecalendar days other than Saturdays, Sundays and Holidays) after written notice from Landlord; or E. The Premises are levied (f) Any information furnished to Landlord by or in connection with the entry of this Lease on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property behalf of Tenant shall be made and such decree or order shall not is determined to have been vacatedmaterially false, stayed misleading or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder incomplete when due as herein provided and such default shall continue for fivemade.

Defaults. Tenant further agrees that The occurrence of any one or more of the following events shall be considered Events constitute a default and breach of Default as said term is used herein, that is to say, ifthis Lease by Tenant: A. Tenant shall be adjudged an involuntary bankrupt, (a) The vacating or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date abandonment of the entry or granting thereofPremises by Tenant for a continuous period in excess of twenty (20) business days; or B. (b) The failure by Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Base Rent, Additional Rent or any other payment required to be made by Tenant hereunder hereunder, as and when due as herein provided and due, where such default failure shall continue for fivea period of three (3) days; or (c) The failure by Tenant to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Tenant, other than described in paragraph (b) above, where such failure shall continue for a period of ten (10) business days after written notice thereof from Landlord to Tenant; provided, however, that if the nature of Tenant’s default as determined by Landlord is such that more than ten (10) business days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commences such cure as soon as possible within said ten (10) business day period and thereafter diligently prosecutes such cure to completion, and in any case completes said cure within thirty (30) business days after the aforesaid written notice; or (i) The insolvency of the Tenant or any guarantor or the execution by the Tenant or any guarantor of an assignment for the benefit of creditors, or the convening by Tenant or any guarantor of a meeting of its creditors, or any class thereof, for the purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of the Tenant or any guarantor to generally pay its debts as they mature; or (ii) the filing by or for reorganization or arrangement of Tenant or any guarantor under any law relating to bankruptcy (unless in the case of a petition filed against Tenant or any guarantor , the same is dismissed within sixty (60) days); or (iii) the appointment of a trustee or receiver to take possession of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease or of substantially all of any guarantor’s assets, where possession is not restored to Tenant or the guarantor within thirty (30) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease or of substantially all of any guarantor’s assets, where such seizure is not discharged within thirty (30) days; or (e) A violation by Tenant under any other lease or agreement with Landlord relating to the Building which is not cured within the time permitted for cure thereunder. Any notice sent by Landlord to Tenant pursuant to this Section 17.1 shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure Section 1161.

Defaults. Tenant further agrees that If Tenant: (i) fails to pay within five business (5) days of its due date any one installment or more other payment of Rent, or to keep in effect any insurance required to be maintained; or (ii) vacates or abandons the following events shall be considered Events Premises, or (iii) becomes insolvent, makes an assignment for the benefit of Default as said term is used hereincreditors, that is to say, if: A. Tenant shall be adjudged files a voluntary bankruptcy or an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer in bankruptcy is filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall which petition is not have been vacated or stayed or set aside dismissed within sixty (60) days from the date of its filing, or (iv) fails to perform or observe any of the entry other Ring Central, Inc. Lease 25 covenants, conditions or granting thereofagreements contained herein on Tenant’s part to be kept or performed and such failure shall continue for thirty (30) days after notice thereof given by or on behalf of Landlord; or B. provided, that, if such performance is of a nature so as to require more than 30 days to cure, Tenant shall filenot be in default hereunder if Tenant shall have commenced such cure within the 30-day period and thereafter diligently and continuously prosecutes same to completion, (v) if the interest of Tenant shall be offered for sale or sold under execution or other legal process, or admit the jurisdiction (vi) if Tenant makes any transfer, assignment, conveyance, sale, pledge, disposition of the court and the material allegations contained inall or a substantial portion of Tenant’s property, then any such event or conduct shall constitute a “default” hereunder. If Tenant shall file a voluntary petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amendedUnited States Bankruptcy Reform Act of 1978, as the same may be from time to time be amended (the “Bankruptcy Code”), or take the benefit of any insolvency act or be dissolved, or if an involuntary petition be filed against Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating pursuant to the relief Bankruptcy Code and said petition is not dismissed within thirty (30) days after such filing, or if a receiver shall be appointed for its business or its assets and the appointment of debtorssuch receiver is not vacated within thirty (30) days after such appointment, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant if it shall make any an assignment for the benefit of creditors its creditors, then Landlord shall have all of the rights provided for in the event of nonpayment of the Rent. If any alleged default on the part of the Landlord hereunder occurs, Tenant shall give written notice to Landlord in the manner herein set forth and shall afford Landlord a reasonable opportunity to cure any such default. In addition, Tenant shall send notice of such default by certified or shall apply for or consent registered mail, postage prepaid, to the appointment holder of any Mortgage whose address Tenant has been notified of in writing, and shall afford such Mortgage holder a receiver reasonable opportunity to cure any alleged default on Landlord’s behalf. In no event will Landlord be responsible for Tenant any damages incurred by Tenant, including but not limited to, lost profits or interruption of business as a result of any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on alleged default by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fiveLandlord hereunder.

Defaults. Tenant further agrees that If any one or more of the following events shall be considered Events occur, such occurrence shall constitute a default (which term, unless expressly noted otherwise in this Lease, shall refer only to the circumstance that exists after the giving of Default any notice and the expiration of any cure period provided for herein) hereunder: 31.1.1. Tenant does not pay in full when due any installment of Rent or any other charge or payment whether or not herein included as said term is used hereinRent, and such failure continues for ten (10) days after written notice from Landlord specifying such failure, provided, however, that is Landlord shall not be required to saygive, if: A. and Tenant shall not be adjudged entitled to the benefit of, any such notice or grace period more than two (2) times in any twelve (12) month period for late payments of Monthly Installments of Base Rent and Additional Rent, 31.1.2. Tenant violates or fails to perform or otherwise breaks any covenant, agreement or condition herein contained or any other obligation of Tenant to Landlord, and such violation or failure continues for thirty (30) days after written notice from Landlord specifying such violation or failure (or such longer period, as may be necessary if such violation or failure cannot reasonably be cured within said thirty (30) day period but Tenant is diligently and in good faith pursuing such cure and such violation or failure is reasonably capable of a cure i as determined in Landlord's reasonable judgment), 31.1.3. Tenant becomes the subject of commencement of an involuntary bankruptcase under the federal bankruptcy law as now or hereafter constituted, or a decree or order approving, as properly filed, there is filed a petition or answer filed against Tenant asking reorganization seeking reorganization, arrangement, adjustment or composition of or in respect of Tenant under the federal bankruptcy law as now or hereafter constituted, or under any other applicable federal or state bankruptcy, insolvency, reorganization or other similar law, or seeking the appointment of a receiver, liquidator or assignee, custodian, trustee, sequestrator (or similar official) of Tenant or any substantial part of its property, or seeking the winding-up or liquidation of its affairs and such involuntary case or petition is not dismissed within 90 days after the filing thereof, or if Tenant commences a voluntary case or institutes proceedings to be adjudicated a bankrupt or insolvent, or consents to the institution of bankruptcy or insolvency proceedings against it, under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcyconstituted, or any petition pursuant other applicable Federal or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any state bankruptcy or insolvency laws or any laws relating other similar law, or consents to the relief appointment of debtorsor taking possession by a receiver or liquidator or assignee, readjustment trustee, custodian, sequestrator (or other similar official) of indebtednessTenant or of any substantial part of its property, reorganization, arrangements, composition or extension; or C. Tenant shall make makes any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit admits in writing its inability to pay its debts generally as they become due; or E. The Premises are levied on by due or fails to generally pay its debts as they become due or if Tenant or its stockholders or Board of Directors or any revenue officer or similar officer; or F. A decree or order appointing a receiver committee thereof takes any corporate action in furtherance of any of the property of Tenant shall be made and such decree or order shall not have been vacatedforegoing, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fivethen

Defaults. All covenants and agreements to be kept or performed by Tenant further agrees that under this Lease shall be performed by Tenant at Tenant’s sole cost and expense and without any one or more reduction of Rent. The occurrence of any of the following events shall constitute a default of this Lease by Tenant: 19.1.1 Any failure by Tenant to pay any Rent or any other charge required to be paid under this Lease, or any part thereof, when due; or 19.1.2 Any failure by Tenant to observe or perform any other provision, covenant or condition of this Lease to be observed or performed by Tenant where such failure continues for twenty (20) days after written notice thereof from Landlord to Tenant; provided however, that any such notice shall be considered Events in lieu of, and not in addition to, any notice required under California Code of Default as said term Civil Procedure Section 1161 or any similar or successor law; and provided further that if the nature of such default is used hereinsuch that the same cannot reasonably be cured within a twenty (20) day period, that is to say, if: A. Tenant shall not be adjudged an involuntary bankruptdeemed to be in default if it diligently commences such cure within such period and thereafter diligently proceeds to rectify and cure said default, as soon as possible; or 19.1.3 Abandonment or vacation of the Premises by Tenant during which Tenant does not maintain the Premises as required by the terms of this Lease; or 19.1.4 To the extent permitted by law, a general assignment by Tenant or any guarantor of the Lease for the benefit of creditors, or the filing by or against Tenant or any guarantor of any proceeding under an insolvency or bankruptcy law, unless in the case of a decree or order approving, as properly filed, a petition or answer proceeding filed against Tenant asking reorganization of Tenant under or any guarantor the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside same is dismissed within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall filedays, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a trustee or receiver for to take possession of all or substantially all of the assets of Tenant or any guarantor, unless possession is restored to Tenant or such guarantor within thirty (30) days, or any execution or other judicially authorized seizure of the property all or substantially all of Tenant’s assets located upon the Premises or of Tenant’s interest in this Lease, unless such seizure is discharged within thirty (30) days; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. 19.1.5 The Premises are levied on by any revenue officer hypothecation or similar officer; or F. A decree assignment of this Lease or order appointing a receiver subletting of the property Premises, or attempts at such actions, in violation of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term Article 14 hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for five.

Defaults. (a) In case of the non-payment of rent or additional rent which continues for five (5) Business Days after written notice of same, or in case the said Premises are deserted, or vacated, the Landlord shall have the right to enter the same by operation of law and remove Tenant from premises. (b) If either party believes the other has defaulted hereunder other than with regard to a matter described in this Section 25(a) hereof, that party may give written notice to the other of such default and request that party within ten (10) days to assess and pursue with reasonable diligence all steps necessary to remedy the same, subject to delays by reason of Force Majeure. (c) The Landlord shall have the right after the (i) non-payment of rent within the applicable time period provided for herein or (ii) if after the action under Subsection (b) hereof there remains a default, to re-enter and take possession of the Premises without further agrees formal notice if the default has not been corrected within said applicable time period (provided that if the Tenant has commenced to repair the Premises within said applicable time period as to non-monetary defaults and proceeds, with due diligence to complete same, it shall not constitute a default), and it is further agreed that notwithstanding such re-entry, the Tenant shall remain liable for all rent and other damages including, but not limited to, the cost to repair, restore, renovate, or decorate the Premises for a new tenant, reasonable attorney’s fees, real estate commissions, and the cost of any legal actions brought against Tenant and losses as of the date of re-entry, and shall further be liable, at the option of the Landlord, for the amount of rent reserved under the Lease for the balance of the term, less any amount of rent received by the Landlord during such period from others to whom the Premises may be rented on such terms and conditions and at such rentals as Landlord, in its reasonable discretion, shall deem proper, all of which shall be at the risk and expense of the Tenant. In addition, Landlord, at its option, shall have the right to repossess the Premises and terminate this Lease. (d) In the event Landlord terminates this Lease, the Landlord may, without further notice, re-enter the Premises and dispossess Tenant, the legal representatives of Tenant, or other occupant of the Premises, and remove their effects and hold the Premises as if this Lease has not been made. The Landlord shall also be entitled to the benefit of all provisions of law for the recovery of land and tenements held over by Tenant in Baltimore City, Maryland, including the benefit of any public, general or local laws relating to the speedy recovery of possession of lands and tenements held over by lessees in said City in which the Premises are located, or that may hereafter be enacted. (e) It is expressly agreed and understood that the exercise of any one or more of the following events said rights shall not be construed as a waiver of any other rights, it being understood that all of said rights shall be considered Events of Default as said term is used herein, that is to say, if: A. Tenant shall cumulative and may be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fiveexercised simultaneously.

Defaults. Tenant Sublessee further agrees that any one or more of the following events shall be considered Events of Default as said term is used herein, that is to say, if: A. Tenant Sublessee shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant Sublessee asking reorganization of Tenant Sublessee under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; , or B. Tenant Sublessee shall file, or admit the jurisdiction of the court and the material allegations contained in, in any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant Sublessee shall institute any proceedings for relief of Tenant Sublessee under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant Sublessee shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant Sublessee or any of the property of TenantSublessee; or D. Tenant Sublessee shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant Sublessee shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, ; or G. Tenant Sublessee shall abandon the Premises during the Term hereof; or H. Tenant Sublessee shall default in any payment of Rent required to be made by Tenant Sublessee hereunder when due as herein provided and such default shall continue for fivethree (3) days after notice thereof in writing to Sublessee; or I. Sublessee shall by, its act or omission to act, cause a default under the Lease and such default shall not be cured within the time, if any permitted for such cure under the Lease; or J. Sublessee shall default in any of the other covenants and agreements herein contained to be kept, observed and performed by Sublessee, and such default shall continue for ten (10) days after notice hereof in writing to Sublessee.

Defaults. Tenant further agrees that Subject to the provisions contained in subsection 26 (c) below, if any one or more of the following events shall be considered Events of Default as said term is used herein, that is to say, ifoccur: A. (i) Tenant shall be adjudged does not pay in full when due any installment of Annual Basic Rent, additional rent or any other charge or payment whether or not herein included as rent, (ii) Tenant violates or fails to perform or otherwise breaks any covenant, agreement or condition herein contained or any other obligation of Tenant to Landlord, (iii) Tenant does not occupy the Premises within sixty (60) days after the Rent Commencement Date, (iv) Tenant removes or attempts to remove Tenant's property from the Premises other than in the ordinary course of business without having first paid to Landlord in full all rent and any other charges that may have become due; (v) Tenant or any guarantor of Tenant hereunder becomes the subject of commencement of an involuntary bankruptcase under the federal bankruptcy law as now or hereafter constituted, or a decree or order approving, as properly filed, there is filed a petition or answer filed against Tenant asking reorganization or any guarantor of Tenant hereunder seeking reorganization, arrangement, adjustment or composition of or in respect of Tenant or any guarantor of Tenant hereunder under the Federal federal bankruptcy law as now or hereafter constituted, or under any other applicable federal or state bankruptcy, insolvency, reorganization or other similar law, or seeking the appointment of a receiver, liquidator or assignee, custodian, trustee, sequestrator (or similar official) of Tenant or any guarantor of Tenant hereunder or any substantial part of the property of either Tenant or any guarantor of Tenant hereunder, or seeking the winding-up or liquidation of its affairs and such involuntary case or petition is not dismissed within sixty (60) days after the filing thereof, or if Tenant or any guarantor of Tenant hereunder commences a voluntary case or institutes proceedings to be adjudicated a bankrupt or insolvent, or consents to the institution of bankruptcy or insolvency proceedings against it, under the federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcyconstituted, or any petition pursuant other applicable federal or purporting to be pursuant state bankruptcy, reorganization or insolvency or other similar law, or consents to the Federal bankruptcy laws now appointment of or hereafter amendedtaking possession by a receiver or liquidator or assignee, trustee, custodian, sequestrator (or other similar official) of Tenant or any guarantor of Tenant hereunder or of any substantial part of its property, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make makes any assignment for the benefit of creditors creditors, or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit admits in writing its inability to pay its debts generally as they become due; or E. The Premises are levied on by , or fails to generally pay its debts as they become due, or if Tenant or any revenue officer or similar officer; or F. A decree or order appointing a receiver guarantor of Tenant hereunder takes any action in contemplation of any of the property of Tenant shall be made and such decree or order shall not have been vacatedforegoing, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fivethen:

Defaults. Tenant further agrees that Upon the happening of any one or more of the following events (collectively, “Events of Default”): (a) if Borrower shall fail to make payment when due of any Obligation under this Agreement or any Loan Document, provided, however, that, for purposes of Borrower’s obligation to make payment of any Obligations to Lender comprised of Obligations to reimburse Lender for or to pay field examination expenses and legal fees and expenses incurred by Lender after the date hereof, no Event of Default shall be considered Events of Default as said term is used hereindeemed to have occurred, that is to say, if: A. Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within unless sixty (60) days have elapsed from the date of demand therefor by Lender; provided that, Lender’s right hereunder to charge such fees and expenses to Borrower shall not be affected by the entry or granting thereofforegoing and in the event Lender so charges Borrower for such fees and expenses any such incipient Event of Default shall be deemed cured thereby; or B. Tenant (b) if Borrower shall filefail to comply with any terms, conditions, covenant, warranty or admit the jurisdiction representation contained in Section 10, Section 11, Section 12 and Section 13 of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extensionthis Agreement; or C. Tenant (c) if Borrower shall fail to comply with any term, condition, covenant or warranty of or in this Agreement, any other Loan Document or any other agreement between Lender and Borrower, other than in Section 10, Section 11, Section 12 and Section 13 of this Agreement, and such failure continues for a period in excess of twenty (20) days after notice thereof is given by Lender to Borrower; or (d) if Borrower shall cease to be Solvent, make any an assignment for the benefit of its creditors, call a meeting of its creditors to obtain any general financial accommodation, suspend business or if any case under any provision of the Bankruptcy Code, including provisions for reorganizations, shall apply be commenced by or against Borrower; or (e) if any statement or representation contained in any financial statement or certificate delivered by Borrower to Lender shall be false, in any material respect, when made; or (f) if any federal tax lien is filed of record against Borrower or any Guarantor and is not bonded or discharged within ten (10) days; or (g) if Borrower’s independent public accountants shall refuse to deliver any financial statement required by this Agreement (after the date due hereunder) within ten (10) days after written demand by Lender for delivery of such financial statements; or (h) if a receiver, trustee or consent to the appointment of a receiver equivalent officer shall be appointed for Tenant all or any of the property assets of TenantBorrower; or D. Tenant (i) if a judgment for more than Two Hundred and Fifty Thousand Dollars ($250,000) shall admit be entered against Borrower in writing its inability any action or proceeding and shall not be stayed, vacated, bonded, paid, discharged or applied in good faith within twenty (20) days; provided, that, no Event of Default shall be deemed to pay its debts as they become duehave occurred in the case of any judgment where the claim is covered by insurance and the insurance company has accepted liability therefor; or E. The Premises (j) if any obligation of Borrower in respect of Indebtedness shall be declared to be or shall become due and payable prior to the stated maturity thereof or such obligation shall not be paid as and when the same becomes due and payable; or there shall occur any event or condition which constitutes an event of default under any mortgage, indenture, instrument, agreement or evidence of indebtedness relating to any obligation of Borrower in respect of any such Indebtedness the effect of which is to permit the holder or the holders of such mortgage, indenture, instrument, agreement or evidence of Indebtedness, or a trustee, agent or other representative on behalf of such holder or holders, to cause the Indebtedness evidenced thereby to become due prior to its stated maturity; provided, that, the foregoing shall not include (a) Indebtedness to Lender; or (b) Indebtedness arising in connection with any real property lease obligations up to $50,000.00, so long as no judgments are levied on by any revenue officer or similar officerentered against Borrower as a result of Borrower’s failure to pay such Indebtedness; or F. A decree (k) upon the happening of any Reportable Event which Lender in its discretion determines could reasonably be expected to constitute grounds for the termination of any Plan, or order appointing if a receiver of the property of Tenant trustee shall be made and such decree appointed by an appropriate United States District Court or order other court of administrative tribunal to administer any Plan, or if the Pension Benefit Guaranty Corporation shall not have been vacated, stayed institute proceedings to terminate any Plan or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereofto appoint a trustee to administer any Plan; or H. Tenant shall default (l) upon the occurrence and continuance of any Material Adverse Effect, which in the sole and absolute opinion of Lender, impairs Lender’s security or increases its risks; or (m) upon the happening of any of the events described in Section 17.1(d), Section 17.1(e), Section 17.1(g), Section 17.1(h), Section 17.1(i) or Section 17.1(j) with respect to a Guarantor or if any Guarantor purports to terminate its guaranty or if any Validity/Support Guarantor purports to terminate his/its Validity/Support Guaranty or upon the death of any Guarantor or Validity/Support Guarantor that is a natural person; then and in any such event, Lender may terminate this Agreement without prior notice or demand to Borrower or may demand payment of Rent required all Obligations (whether otherwise then payable on demand or not) without terminating this Agreement and shall, in any event, be under no further responsibility to be made by Tenant hereunder when due as herein provided and such default shall continue for fiveextend any credit or afford any financial accommodation to Borrower, whether under this Agreement or otherwise or upon the sale of any Guarantor at a fair value of more than fifty thousand ($50,000).

Defaults. Tenant further agrees If Tenant (a) defaults in the payment of Annual Rent and Additional Rent payable under this Lease, and such default continues for more than five (5) business days after receipt of written notice thereof; provided that Landlord shall not be obligated to provide written notice more than twice in any one twelve (12) month period; or (b) defaults in the performance or more of the following events shall be considered Events of Default as said term is used herein, that is to say, if: A. Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws observance of any Stateterm, shall covenant or condition to be entered, performed by it hereunder that may be performed merely by the payment of money and any such decree or judgment or order shall default is not have been vacated or stayed or set aside rectified within sixty ten (6010) days from the date after receipt of the entry or granting written notice thereof; or B. Tenant (c) shall file, or admit the jurisdiction of the court and the material allegations contained in, allow any petition in bankruptcy, or any petition pursuant or purporting insurance policy required to be pursuant carried by it hereunder to the Federal bankruptcy laws now lapse or hereafter amended, to be cancelled and does not cause such insurance to be replaced within five (5) days after receipt of written notice of such lapse or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extensioncancellation from Landlord; or C. (d) defaults in the performance or observance of any other term, covenant or condition of this Lease on Tenant’s part to be performed or observed and does not commence to rectify such default within thirty (30) days after written notice thereof or does not thereafter diligently complete the rectification thereof (provided, however, that such non-monetary default shall be cured no later than one hundred twenty (120) days following Landlord’s notice), then, in any of such foregoing events, Landlord may, at its option, and in addition to any and all remedies available to it at law or in equity (i) terminate this Lease and reenter the Property or (ii) reenter the Property without terminating this Lease, and, using due care, assume custody and control thereof for the purpose of protecting the Property and/or for reletting the Property as agent for Tenant and such agency shall be deemed as a power coupled with an interest and shall be irrevocable. In either such event Landlord shall make any assignment for a reasonable effort to relet the Property and shall be entitled to the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any all provisions of the property public general laws of Maryland and the public local laws and ordinances of Harford County respecting the summary eviction of tenants in default or tenants holding over, or respecting proceedings in forcible entry and detainer. Notwithstanding termination and/or re-entry, Tenant shall remain liable for any Annual Rent, Additional Rent, and damages (exclusive of consequential damages) having accrued prior thereto and for any Annual Rent, Additional Rent, and damages (exclusive of consequential damages) which shall become due thereafter and shall pay Landlord for all reasonable costs and expenses, including but not limited to, attorneys’ and brokers’ fees, commissions and expenses, paid or incurred by Landlord in connection with: (1) obtaining possession of the Property; (2) removal and storage of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer ’s or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fiveother occupant’s property;

Defaults. Tenant further agrees If Tenant (a) defaults in the payment of Annual Rent and Additional Rent payable under this Lease, and such default continues for more than five (5) business days after receipt of written notice thereof; provided that Landlord shall not be obligated to provide written notice more than twice in any one twelve (12) month period; or (b) defaults in the performance or more of the following events shall be considered Events of Default as said term is used herein, that is to say, if: A. Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws observance of any Stateterm, shall covenant or condition to be entered, performed by it hereunder that may be performed merely by the payment of money and any such decree or judgment or order shall default is not have been vacated or stayed or set aside rectified within sixty ten (6010) days from the date after receipt of the entry or granting written notice thereof; or B. Tenant (c) shall file, or admit the jurisdiction of the court and the material allegations contained in, allow any petition in bankruptcy, or any petition pursuant or purporting insurance policy required to be pursuant carried by it hereunder to the Federal bankruptcy laws now lapse or hereafter amended, to be cancelled and does not cause such insurance to be replaced within five (5) days after receipt of written notice of such lapse or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extensioncancellation from Landlord; or C. (d) defaults in the performance or observance of any other term, covenant or condition of this Lease on Tenant's part to be performed or observed and does not commence to rectify such default within thirty (30) days after written notice thereof or does not thereafter diligently complete the rectification thereof (provided, however, that such nonmonetary default shall be cured no later than one hundred twenty (120) days following Landlord's notice), then, in any of such foregoing events, Landlord may, at its option, and in addition to any and all remedies available to it at law or in equity (i) terminate this Lease and reenter the Property or (ii) reenter the Property without terminating this Lease, and, using due care, assume custody and control thereof for the purpose of protecting the Property and/or for reletting the Property as agent for Tenant and such agency shall be deemed as a power coupled with an interest and shall be irrevocable. In either such event Landlord shall make any assignment for a reasonable effort to relet the Property and shall be entitled to the benefit of creditors all provisions of the public general laws of Maryland and the public local laws and ordinances of Harford County respecting the summary eviction of tenants in default or tenants holding over, or respecting proceedings in forcible entry and detainer. Notwithstanding termination and/or re-entry, Tenant shall apply remain liable for any Annual Rent, Additional Rent, and damages (exclusive of consequential damages) having accrued prior thereto and for any Annual Rent, Additional Rent, and damages (exclusive of consequential damages) which shall become due thereafter and shall pay Landlord for all reasonable costs and expenses, including but not limited to, attorneys' and brokers' fees, commissions and expenses, paid or consent to incurred by Landlord in connection with: (1) obtaining possession of the appointment Property; (2) removal and storage of a receiver for Tenant Tenant's or other occupant's property; (3) care, maintenance and repair of the Property while vacant; (4) re-letting the whole or any part of the property of TenantProperty; or D. Tenant shall admit in writing its inability and (5) repairing, altering, renovating, partitioning, enlarging, remodeling or otherwise putting the Property into condition acceptable to, and reasonably necessary to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fiveobtain new tenants.

Defaults. Tenant further agrees that any one or more Each of the following events shall be considered Events constitutes an “Event of Default as said term is used herein, that is to say, ifDefault” under this Lease: A. a) Tenant shall be adjudged an involuntary bankrupt, fails to pay any installment of Rent or a decree or order approvingany other obligation under this Lease involving the payment of money when due and such nonpayment continues after twenty (20) days; b) Tenant fails to perform any of Tenant’s other obligations under this Lease, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entereddefined herein below, and such failure continues for a period of twenty (20) days after written notice from Landlord; provided that if more than twenty (20) days are reasonably required to complete such performance, Tenant will not be in default if Tenant commences such performance within the twenty (20) day period and thereafter diligently pursues its completion but in any such decree or judgment or order shall not have been vacated or stayed or set aside within event, completion must take place no later than sixty (60) days after the initial notice from Landlord; c) Tenant shall do or permit to be done anything which creates a lien upon the date Premises or upon all or any part of the entry Building, and Tenant fails to discharge or granting thereofbond around any lien within twenty (20) days after Tenant learns that any such lien or encumbrance is filed against the Premises; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcyd) Tenant, or any petition pursuant guarantor under this Lease becomes insolvent or purporting to be pursuant to bankrupt, has a receiver or trustee appointed for any part of its property, makes an assignment for the Federal bankruptcy laws now or hereafter amendedbenefit of its creditors, or any proceeding is commenced either by Tenant shall institute any proceedings for relief of Tenant or against it under any bankruptcy or insolvency laws or any laws relating to the relief laws, which proceeding is not dismissed within thirty (30) days; provided, however, if a court of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or competent jurisdiction determines that any of the property acts described in this subsection (e) is not an Event of Default under this Lease, and a trustee is appointed to take possession (or if Tenant remains a debtor in possession) and such trustee or Tenant assigns, subleases, or transfers Tenant’s interest hereunder, then Landlord will receive, as Additional Rent, the excess, if any, of the rent (or any other consideration) paid in connection with such assignment, transfer or sublease over the rent payable by Tenant under this Lease. Industrial Lease e) Tenant shall desert or vacate or shall commence to desert or vacate the Premises or any substantial portion of the Premises or shall, at any time prior to the last month of the Lease Term, remove or attempt to remove, without the prior written consent of Landlord, all or a substantial amount of Tenant; or’s goods, wares, equipment, fixtures, furniture, or other personal property. D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60f) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fiveOmitted.

Defaults. Tenant further agrees 12.1 In the event that (i) Lessee shall fail to pay the Base Rent or any other Amount Due for more than ten (10) days after its due date, or (ii) Lessee shall fail to comply with any of the terms, covenants, conditions, or agreements herein contained or any of the rules and regulations now or hereafter established for the government of the Building and such failure to comply continues for thirty (30) days after Lessor's written notice to Lessee thereof, or (iii) Lessee shall fail for more than thirty (30) days after written notice thereof from Lessor to Lessee to comply (or fail to diligently pursue within thirty (30) days compliance which cannot reasonably be completed with such thirty (30) day period and within sixty (60) days comply with) with any term, provision, condition or covenant of any other agreement between Lessor and Lessee; then Lessor shall have the option, but not the obligation, to do any one or more of the following events shall be considered Events of Default as said term is used hereinin addition to, that is to sayand not in limitation of, ifany other remedy permitted by law, in equity or by this Lease: A. Tenant 12.1.1 Terminate this Lease, in which event Lessee shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization surrender the Premises to Lessor immediately upon expiration of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty ten (6010) days from the date of the entry service upon Lessee of written notice to that effect, without any further notice or granting thereof; or B. Tenant demand. In the event Lessor shall file, or admit become entitled to the jurisdiction possession of the court Premises by any termination of this Lease herein provided, and Lessee shall refuse to surrender or deliver up possession of the material allegations contained inPremises after the service of such notice, any petition in bankruptcythen Lessor may, without further notice or demand, enter into and upon the Premises, or any petition pursuant part thereof, and take possession of and repossess the Premises as Lessor's former estate, and expel, remove, and put out of possession Lessee and its effects, using such help, assistance and force in so doing as may be needful and proper, without being liable for prosecution or purporting damages therefor, and without prejudice to be pursuant any remedy allowed by law available in such cases. Lessee shall indemnify Lessor for all loss, cost, expense, and damage which Lessor may suffer by reason of the termination, whether through inability to relet the Premises, or through decrease in rent or otherwise. In the event of such termination, Lessor may, at its option, recover forthwith as damages a sum of money equal to the Federal bankruptcy laws now or hereafter amendedtotal of (a) the cost of recovering the Premises (including, without limitation, attorneys' fees and cost of suit), (b) the unpaid rent earned at the time of termination, plus late charges and interest thereon at the rate specified in paragraph 2.2 hereof, (c) the present value (discounted at the rate of 8% per annum) of the balance of the rent for the remainder of the Lease Term less the present value (discounted at the same rate) of the fair market rental value of the Premises for said period, and (d) any other sum of money and damages owed by Lessee to Lessor. 12.1.2 Without terminating this Lease, retake possession of the Premises and rent the Premises, or Tenant any part thereof, for such term or terms and for such rent and upon such conditions as Lessor may, in its sole discretion, think best, making such changes, improvements, alterations, and repairs to the Premises as may be required. All rent received by Lessor from any reletting shall institute be applied first to the payment of any proceedings for relief indebtedness other than rent due hereunder from Lessee; second, to the payment of Tenant under any bankruptcy costs and expenses of the reletting, including but not limited to brokerage fees, attorneys' fees and costs of such changes, improvements, alterations, and repairs; third, to the payment of rent due and unpaid hereunder; and the residue, if any, shall be held by Lessor and applied in payment of future rent or insolvency laws damage as they may become due and payable hereunder. If the rent received from the reletting during the Lease Term is at any time insufficient to cover the costs, expenses, and payments enumerated above, Lessee shall pay any deficiency to Lessor, as often as it shall arise, on demand. 12.1.3 Correct or cure the default and recover any amount expended in so doing, together with interest thereon until paid. 12.1.4 Recover any and all costs incurred by Lessor resulting directly, indirectly, proximately, or remotely from the default, including but not limited to reasonable attorneys' fees. 12.2 In addition to any other rights which Lessor may have, Lessor, in person or by agent, may enter upon the Premises and take possession of all or any laws relating part of Lessee's property in the Premises, and may sell all or any part of such property at a public or private sale, in one or successive sales, with or without notice, to the relief highest bidder for cash, and, on behalf of debtorsLessee, readjustment of indebtedness, reorganization, arrangements, composition sell and convey all or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any part of the property to the highest bidder, delivering to the highest bidder all of Tenant; or D. Tenant shall admit Lessee's title and interest in writing its inability the property sold to pay its debts as they become due; or E. him. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver proceeds of the sale of the property of Tenant shall be made applied by Lessor toward the reasonable costs and such decree or order shall not have been vacatedexpenses of the sale, stayed or set aside within sixty (60) days from including, without limitation, attorneys' fees, and then toward the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required all sums then due by Lessee to Lessor under the terms of this Lease. Any excess remaining shall be made paid to Lessee or any other person entitled thereto by Tenant hereunder when due as herein provided law. Such sale shall bar Lessee's right of redemption. 12.3 In the event of a default or threatened default under this Lease by Lessee, Lessor shall be entitled to all equitable remedies, including, without limitation, injunction and such default shall continue for fivespecific performance.

Defaults. Tenant further agrees 14.1 Each of the following constitutes a Default: (a) you breach these Terms, whether by act or omission, immediately the last time permitted for performance has passed; (b) you fail to pay, or provide security for, amounts payable to ZERO Securities Pty Ltd by the required time; (c) you fail to pay by the required time the amounts due in respect of any Transaction entered into pursuant to these Terms; (d) you fail to perform any obligation arising pursuant to the exercise of an Option Contract or the settlement of a contract which arises pursuant to a Transaction; (e) you fail to fulfil any settlement obligations in respect of a Transaction entered into pursuant to these Terms; (f) you fail to comply with any limit or restriction imposed on you by ZERO Securities Pty Ltd in connection with your Account (for example, a restriction on the kind, volume or value of Transactions or outstanding liabilities); (g) a guarantee lodged by you, or lodged by a third party at your request, in favour of ZERO Securities Pty Ltd is withdrawn without ZERO Securities Pty Ltd ’ consent or becomes ineffective and other replacement security acceptable to ZERO Securities Pty Ltd is not provided; (h) any security provided by you (to any one) which is binding on your assets becomes enforceable and the holder of that security takes any step to enforce the security; (i) any representation or warranty which you give under or pursuant to these Terms is or becomes incorrect or misleading in any way which is material to the interests of ZERO Securities Pty Ltd; (j) ZERO Securities Pty Ltd believes that you may not be able to meet your obligations to ZERO Securities Pty Ltd in respect of one or more Transactions, including, without limitation strict compliance with any time limits for performance; (k) you become insolvent or bankrupt; (l) the Client calls a meeting to discuss a contemplated scheme of arrangement or compromise or the following events shall be considered Events Client enters or proposes to enter into any scheme of Default as said term is used herein, that is to say, if:arrangement or compromise with its creditors; A. Tenant shall be adjudged an involuntary bankrupt, or (m) you enter into a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment scheme of arrangement for the benefit of creditors creditors; (n) ZERO Securities Pty Ltd believes that you, the Client, has ceased to pay debts duly owed to ZERO Securities Pty Ltd in accordance with these Terms or shall apply for has threatened to cease carrying on business; (o) the Client becomes insolvent or consent a receiver, or receiver and manager or administrator is appointed to the appointment of a receiver for Tenant Client or any of your assets; (p) if you are a body corporate: (i) a resolution is passed or a petition is presented or an order is made for your winding up or liquidation; (ii) you go into liquidation, voluntarily or otherwise (except for the property purpose of Tenantreconstruction), or you or another person appoint a liquidator, receiver, administrator or official manager in respect of your assets; (iii) a director of you has not given a valid deed of guarantee and indemnity in respect of your obligations under these Terms) in favour of ZERO Securities Pty Ltd and in a form acceptable to ZERO Securities Pty Ltd; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by (iv) you have not notified ZERO Securities Pty Ltd of a change of any revenue officer or similar officer; or F. A decree or order appointing a receiver director within seven (7) days of the property change taking effect; (q) if you are acting on behalf of Tenant shall another person pursuant to authority provided by another person, the authority is varied in a way which (in ZERO Securities Pty Ltd’ opinion) negatively impacts on your authority or legal or financial capacity to perform your obligations under these Terms; (r) if you are a trustee, the relevant fund or trust of which you are trustee is terminated, vests or a distribution of capital of the trust or fund is made which would result in there being, in ZERO Securities Pty Ltd’ opinion, insufficient Assets of the trust or fund to meet your liabilities under these Terms or any Transaction; (s) if you are a natural person, you die or become of unsound mind orif you or your estate is liable to be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default dealt with in any payment way under any law relating to mental health (in any of Rent required these cases, as reasonably determined by ZERO Securities Pty Ltd); (t) you impose a moratorium on payments to be made by Tenant hereunder when due as herein provided and such default shall continue for fivecreditors or cease, or threaten to cease, carrying on business;

Defaults. Tenant further agrees that any one or more If Lessee defaults in payment of the following events shall be considered Events rent, Lessee's share of Default as said term is used herein, that is to say, if: A. Tenant shall be adjudged an involuntary bankruptCommon Expenses, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization in the performance of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property conditions or covenants of Tenantthis lease, or if any bankruptcy, insolvency or similar proceeding is filed by or against the Lessee, or if Lessee abandons the Premises or ceases business operations therein for more than 15 days (unless in connection with restoration after casualty loss) Lessor lawfully may, in addition to any other remedies available in law or in equity, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises and repossess the same as of its former estate, and expel Lessee and those claiming through or under it and remove its or 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 or rent or preceding breach of covenant, and upon entry as aforesaid this Lease shall terminate; or D. Tenant shall admit in writing its inability and Lessee covenants and agrees, notwithstanding any entry or re-entry by Lessor whether by summary proceedings, termination or otherwise, to pay its debts and be liable for, on the days originally fixed herein for the payment thereof, amounts equal to the several installments of rent and other charges reserved as they would, under the terms o this Lease, become due; or E. The due if this Lease had not been terminated or if Lessor had not entered or re-entered as aforesaid, and whether the Premises are levied on by be relet or remain vacant in whole or in part or for a period less than the exceeding amount of any revenue officer deficiency then existing, or similar officer; or F. A decree or order appointing at the election of Lessor, Lessee will upon such termination pay to the Lessor as damages such a receiver sum as at the time of such termination represents the difference between the then rental value of the property Premises for the remainder of Tenant shall be made the said term and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided rent and such default shall continue for fiveother payments named herein.

Defaults. 1. If (a) Tenant shall fail to pay the rental or other charges due hereunder within five (5) days after receipt of written notice thereof by Tenant (provided, however, in the event that Landlord gives Tenant one such notice within any twelve (12) month period, Landlord shall not be required to give such notice thereafter during such twelve month period), or (b) Tenant shall fail to perform any of the other terms, conditions or covenants of this Lease to be performed or observed by Tenant for more than thirty (30) days after receipt by Tenant of written notice from Landlord specifying in detail the nature of such failure (or such other reasonable times as necessary if such default is a default which is susceptible of cure but cannot be cured within thirty (30) days and Tenant, upon receipt of such notice, promptly and diligently attempts to effect such cure), (c) Tenant shall be adjudged bankrupt or insolvent or shall make an assignment for the benefit of creditors, or (d) a receiver or trustee of Tenant's property shall be appointed and such receiver or trustee, as the case may be, shall not be discharged within sixty (60) days after such appointment, then in any such case, Landlord may, at its option, upon written notice to Tenant, recover possession of and re-enter the Leased Premises without accepting a surrender of the Leased Premises or affecting Tenant's liability for past rent and other charges due or future rent and other charges to accrue hereunder. As an alternative, at the election of Landlord, Landlord shall have the right, upon written notice to Tenant, to declare this Lease terminated and canceled and to accept surrender of the Leased Premises (without the need for any affirmative act or acquiescence by Tenant) without any further agrees rights or obligations on the part of Landlord or Tenant (other than Tenant's obligation for rent and other charges due and owing through the date of termination and the performance of all of the terms and provisions of this Lease due and owing or accrued through the date of termination), so that Landlord may relet the Leased Premises without any right on the part of Tenant to any credit or payment resulting from any reletting of the Leased Premises. In the event of any such default, Landlord shall be entitled to recover from Tenant all other damages sustained by Landlord on account of the breach of this Lease, including, but not limited to, the costs incurred by Landlord in re-entering and recovering possession of the Leased Premises and the cost of repairs, alterations and brokerage fees connected with the reletting of the Leased Premises. The provisions herein shall be in addition and without prejudice to any other rights or remedies as are available at law or otherwise. Notwithstanding anything to the contrary contained herein, Landlord shall use reasonable efforts to mitigate the damages which might arise as a result of a default by Tenant; and in the event Landlord relets the Leased Premises, the amount received therefrom prior to termination of this Lease shall be credited to Tenant after deducting therefrom Landlord's reasonable expenses. 2. The rights and remedies of Landlord or Tenant under this Lease shall be cumulative and the exercise of any of them shall not be exclusive of any other right or remedy provided by this Lease or allowed by law, and the waiver by Landlord or Tenant of any breach of any covenant of this Lease shall be limited to the particular instance and shall not operate or be deemed to waive any future breach of the same or any other covenant on the same or any other occasion. 3. No extension of time, forbearance, neglect or waiver on the part of Landlord or Tenant, as the case may be, with respect to any one or more of the following events shall be considered Events covenants, terms or conditions of Default as said term is used herein, that is to say, if: A. Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any Statethis Lease, shall be enteredconstrued as a waiver of any of the other covenants, and terms or conditions of this Lease, or as an estoppel against Landlord or Tenant, as the case may be. 4. Landlord shall have the right at any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty time, after ten (6010) days from the date notice to Tenant (or without notice in case of the entry emergency or granting thereof; or B. Tenant shall filein case any fine, penalty, interest or admit the jurisdiction of the court and the material allegations contained incost may otherwise be imposed or incurred), to make any petition in bankruptcy, payment or perform any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief act required of Tenant under any bankruptcy provision of this Lease, and in exercising such right, to incur necessary and incidental costs and expenses, including reasonable attorney's fees. Nothing herein shall imply any obligation on the part of Landlord to make any payment or insolvency laws perform any act required of Tenant, and the exercise of the right to so do shall not constitute a release of any obligation or a waiver of any laws relating default. All payments made and all costs and expenses incurred in connection with any exercise of such right shall be reimbursed to Landlord by Tenant within fifteen (15) days after receipt of Landlord's xxxx therefor. In the relief event of debtorsnonpayment thereof, readjustment Landlord shall have the rights and remedies it would have hereunder or by law in the case of indebtednessnonpayment of rent. 5. In the event of any action or proceeding brought by either party against the other under this Lease, reorganizationthe prevailing party shall be entitled to recover all costs and expenses including reasonable attorney's fees. 6. Should Landlord default in the performance of the covenants required to be performed by Landlord under this Lease, arrangementsTenant may serve upon Landlord a notice specifying the default and requiring performance by Landlord within a period of time set forth in such notice, composition or extensionwhich shall not be less than thirty (30) days after receipt of said written notice; or C. provided, however, Tenant shall make have the right (but not the obligation) to remedy such default without notice in the event of emergency. In the event of such default by Landlord after notice shall have been given as aforesaid which is not cured by Landlord within such thirty (30) day period, then Tenant, in addition to any assignment for other right or remedy Tenant may have at law or equity, shall have the benefit of creditors or shall apply for or consent right (but not the obligation) to the appointment of a receiver for Tenant or any of the property cure Landlord's default and Landlord, within fifteen (15) days after receipt of Tenant; or D. 's xxxx therefor, shall reimburse Tenant the reasonable costs incurred by Tenant in curing Landlord's default as aforesaid. However, if any default shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing occur which cannot, with due diligence, be cured within a receiver period of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty thirty (6030) days from and after the giving of notice as aforesaid, then Landlord shall be deemed to be complying with such notice if Landlord promptly commences to take reasonable steps to cure such default during such time period and proceeds diligently thereafter to in fact cure such default. 7. Tenant acknowledges that late payment of rent (fixed rental or additional rental) could result in Landlord's mortgagee imposing a late charge on Landlord, and, accordingly, Tenant agrees that, if rent (fixed rental or additional rental) due hereunder is not paid by the fifth (5th) day after it is due (or within five (5) days after receipt of written notice of default if such late payment is the first such late payment within the past twelve (12) months), then Tenant shall pay upon demand, as additional rent, a late charge equal to the late charge, if any, imposed upon Landlord by Landlord's mortgagee. The foregoing provision for payment of a late charge shall not be construed to extend the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any for payment of Rent any sums required to be made paid by Tenant hereunder when due or to relieve Tenant of its obligation to pay all such sums at the time or times herein stipulated, and neither the demand for, nor collection by, Landlord of such late charge shall be construed as herein provided and such a cure for Tenant's default shall continue for fivein the payment of rent.

Defaults. Tenant further agrees that On and after the Effective Date, the occurrence of any one or more of the following events constitutes a default (a “Default”) hereunder unless the Customer, in each instance, agrees to a written waiver or deferral thereof: 14.1 The Supplier repudiates or breaches any provision of any Purchase Order in any respect, and as a result of such repudiation or breach, there is (i) an interruption or (ii) a substantial likelihood that the Customer’s production will be imminently interrupted, at any one or more of the Customer’s assembly plants world wide; provided, however, it will not be a Supply Default if the event causing such repudiation or breach is a Force Majeure Event (a “Supply Default”); 14.2 The Company materially breaches this Agreement or the Access Agreement, which breach is not cured within twenty (20) days after it receives written notice thereof by the Customer; provided, however, that such cure period only shall be considered Events applicable if the Company can reasonably cure such breach within such twenty (20) day period and such breach is not directly caused by a Force Majeure Event; 14.3 An “event of Default as said term default” occurs under a New Financing Agreement, which “event of default” is used hereinneither cured, waived nor subject to a forbearance agreement before the later to occur of (a) the expiration or termination of the time frame prescribed by the applicable New Financing Agreement for curing such “event of default” (if any), or (b) forty-five (45) days after the occurrence of such “event of default” under the New Financing Agreement, and the Company does not provide assurances adequate to Customer, in Customer’s reasonable discretion, that the Company will continue to have uninterrupted financing available sufficient to continue manufacturing Component Parts and Service Parts and to otherwise satisfy its obligations under the Purchase Orders and this Agreement (and the CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS, HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. parties agree that a debtor-in-possession financing facility that in Customer’s reasonable discretion, provides uninterrupted financing sufficient to continue manufacturing Component Parts and Service Parts and to otherwise satisfy its obligations under the Purchase Orders and this Agreement shall constitute such a financing source); 14.4 An “event of default” occurs under a New Financing Agreement, which “event of default” is neither cured, waived nor subject to saya forbearance agreement before the later to occur of (a) the expiration or termination of the time frame prescribed by the applicable New Financing Agreement for curing such “event of default” under the New Financing Agreement (if any), if:or (b) forty-five (45) days after the occurrence of such “event of default” under the New Financing Agreement, and the Company requests any additional accommodations from Customer other than those provided herein. For clarity, an “additional accommodation” does not include resolution of customary commercial claims arising in the ordinary course of business but, for the avoidance of doubt, would include, without limitation, requests for price increases and changes to payment terms; A. Tenant 14.5 An “event of default” occurs under a New Financing Agreement, and the applicable New Lender discontinues funding the Company under the New Financing Agreement and the Company is unable to provide assurance adequate to Customer in Customer’s reasonable discretion that the Company will continue to have liquidity available sufficient to continue manufacturing Component Parts and Service Parts and to otherwise satisfy its obligations under the Purchase Orders and this Agreement (and the parties agree that a debtor-in-possession financing facility that in Customer’s reasonable discretion, provides uninterrupted financing sufficient to continue manufacturing Component Parts and Service Parts and to otherwise satisfy its obligations under the Purchase Orders and this Agreement shall be adjudged constitute such liquidity); 14.6 A Chapter 7 petition under the Bankruptcy Code is filed by or against Supplier or if any Chapter 11 petition filed by or against Supplier is subsequently converted to Chapter 7 (notwithstanding the foregoing, in the event of an involuntary bankruptChapter 7 petition being filed against Supplier, a Default will not occur unless an Order for relief is entered in the Chapter 7 case without the case being converted to Chapter 11); or 14.7 The applicable New Financing Agent in respect of the New Financing Agreements, on the New Lenders’ behalf, commences foreclosure or similar collection action with respect to the liens, security interests or mortgages granted by the Company in connection with the New Financing CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS, HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Agreements in connection with either the Operating Assets or assets comprising a material portion of the Supplier’s assets, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant monetary default occurs under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided Leases and such default is not waived or cured within any applicable cure period. Upon the occurrence of a Supply Default, the Customer may exercise any one or more of the remedies available to the Customer under an affected Purchase Order, this Agreement (including, for the avoidance of doubt, the Customer’s rights under Articles VI, VII and X herein and the Customer’s right to exercise the Right of Access as to the applicable Facility), applicable law or equity. Upon the occurrence of an event described in paragraphs 14.2, 14.3, 14.4, 14.5, 14.6 and 14.7 (collectively, a “Termination Default”), the Customer may, at its election, exercise any one or more of the following remedies (i) resource any one or more of the Component and/or Service Parts and exercise any one or more of the remedies available to the Customer under its Purchase Orders, this Agreement (including, for the avoidance of doubt, the Customer’s rights under Articles VI, VII and X herein), applicable law or equity, and/or (ii) exercise the Right of Access as to any one or more of the Facilities. For clarity, upon a Termination Default, (x) to the extent the Customer elects to continue to purchase such Component Parts from the Company (including any inventory bank), the Company will continue to manufacture and deliver to the Customer such parts in accordance with the pricing terms of this Agreement, and (y) the Customer shall continue for fivebe relieved of any obligations under Paragraph 3.2, 3.3, 3.6, 3.8 and Article IV of this Agreement. Notwithstanding the foregoing, but subject to Article XXXI below, each party shall be entitled to seek to enforce any right available to it under applicable law or equity as a result of a breach of any term hereof. The Company agrees to promptly provide the Customer with written notice of the occurrence of any event of default under the New Financing Agreements.

Defaults. Tenant further agrees that any one or more Each of the following events shall be considered Events an “Event of Default as said term is used herein, that is to say, ifDefault” under this Lease: A. (a) Tenant shall abandon the Premises: provided, however, cessation of business activities shall not constitute a default so long as Tenant abides by its other obligations herein; (b) Tenant shall fail to pay Rent or any other sum payable under this Lease within five (5) days after it is due; (c) Tenant shall fail to perform any of Tenant’s other obligations under this Lease and such failure shall continue for a period of thirty (30) days after notice from Landlord; provided that if more than thirty (30) days shall be adjudged an involuntary bankruptrequired to complete such performance, Tenant shall not be in default if Tenant shall commence such performance within the thirty (30) day period and shall thereafter diligently pursue its completion. (i) Tenant shall make a general assignment or a decree or order approving, as properly filed, general arrangement for the benefit of creditors; (ii) a petition for adjudication of bankruptcy or answer for reorganization or rearrangement shall be filed by or against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside be dismissed within sixty (60) days from the date days; (iii) a trustee or receiver shall be appointed to take possession of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property substantially all of Tenant; or D. Tenant shall admit ’s assets located at the Premises or Tenant’s interest in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant this Lease and possession shall be made and such decree subjected to attachment, execution or order other judicial seizure which shall not have been vacated, stayed or set aside be discharged within sixty (60) days from days. If a court of competent jurisdiction shall determine that any of the date of entry acts described in this Subsection (d) is not a default under this Lease, and a trustee shall be appointed to take possession (or granting thereof, or G. if Tenant shall abandon the Premises during the Term hereof; or H. remain a debtor in possession) and such trustee or Tenant shall default assign, sublease, or transfer Tenant’s interest hereunder, then Landlord shall receive, as Additional Rent, the excess, if any, of the rent (or any other consideration) paid in any payment of Rent required to be made connection with such assignment, transfer or sublease over the rent payable by Tenant hereunder when due as herein provided and such default shall continue for fiveunder this Lease.

Defaults. Tenant further agrees that any one or more Each of the following events shall constitute a default under this Note (a "Default"): Failure by Borrower to make any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders shall be considered Events false or inaccurate in any material respect when made; or failure by Borrower to comply with the provisions of Default as said any other covenant, obligation or term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which shall continue after the applicable grace period, if any, specified in the agreement relating to such indebtedness or obligation; failure by Borrower to comply with the provisions of any other covenant, obligation or term of any agreement relating to such indebtedness or obligation which shall continue after the applicable grace period, if any, specified in such agreement if the effect of such failure is used hereinto accelerate, or permit the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that is to say, if: A. Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, the existing defaults listed in the Schedule of Exceptions attached hereto as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order Schedule 2 shall not have been vacated or stayed or set aside within sixty (60) days from constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court obligations involved and the material allegations contained in, any petition Company otherwise remains in bankruptcy, or any petition pursuant or purporting to be pursuant to compliance with all other provisions of this Note and all other agreements with Lender and the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extensionPrior Intercreditor Lenders; or C. Tenant shall make any Borrower makes a general assignment for the benefit of creditors creditors, files a petition in bankruptcy, is adjudicated insolvent or shall apply bankrupt, petitions to any court for a receiver or consent trustee for Borrower or any substantial part of its property, commences any proceeding relating to the appointment of a receiver for Tenant arrangement, readjustment, reorganization or liquidation under any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer bankruptcy or similar officerlaws; or F. A decree or order appointing there is commenced against Borrower any such proceedings which remain undismissed for a receiver period of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry days; or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default Borrower by any act indicates its consent or acquiescence in any payment such proceeding or the appointment of Rent required to be made by Tenant hereunder when due as herein provided and any such default shall continue for fivetrustee or receiver;

Defaults. Tenant further agrees that The occurrence of any one or more of the following events shall constitute a default by Tenant: (i) The failure by Tenant to pay the Base Rent when due where such failure continues for more than five (5) days after written notice to Tenant; provided, that such notice shall be considered Events in lieu of Default and not in addition to any notice required under Section 1161 of the California Code of Civil Procedure; (ii) The abandonment, as said term is used hereina matter of law, of the Premises by Tenant; (iii) The failure by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant, where such failure continues for thirty (30) days after written notice thereof by Landlord to Tenant; provided, however, that if the nature of such default is to saysuch that the same cannot reasonably be cured within such thirty (30) day period, if: A. Tenant shall not be adjudged an involuntary bankruptdeemed to be in default if Tenant shall within such period commence such cure and thereafter diligently prosecute the same to completion; and provided further, or a decree or order approving, that such notice shall be in lieu of and not in addition to any notice required under Section 1161 of the California Code of Civil Procedure; (iv) If Tenant becomes insolvent as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under defined in the Federal bankruptcy laws as now or hereafter amendedBankruptcy Code, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit admits in writing its insolvency or its present or prospective inability to pay its debts as they become due; or, is unable to or does not pay all or any material portion (in number or dollar amount) of its debts as they become due, permits or suffers a judgment to exist against it which affects Tenant's ability to conduct its business in the ordinary course (unless enforcement thereof is stayed pending appeal), makes an assignment for the benefit of creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts, or commences any bankruptcy, reorganization or insolvency proceeding, or other proceeding under any federal, state or other law for the relief of debtors; E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of (v) If Tenant fails to obtain the property of Tenant shall be made and such decree or order shall not have been vacateddismissal, stayed or set aside within sixty (60) days from after the date of entry or granting commencement thereof, of any bankruptcy, reorganization or insolvency proceeding, or other proceeding under any federal, state or other law for the relief of debtors, instituted against it by one or more third parties, or fails actively to oppose any such proceeding, or G. Tenant shall abandon , in any such proceeding, defaults or files an answer admitting the Premises during material allegations upon which the Term hereofproceeding was based or alleges its willingness to have an order for relief entered or its desire to seek liquidation, reorganization or adjustment of any of its debts; or H. (vi) If any receiver, trustee or custodian is appointed to take possession of all or any substantial portion of the assets of Tenant, or any committee of Tenant's creditors, or any class thereof, is formed for the purpose of monitoring or investigating the financial affairs of Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and or enforcing such default shall continue for fivecreditors' rights.

Defaults. Tenant further agrees that any one or more of the following events shall be considered Events of Default as said term is used herein, that is to say, if: A. A default by Tenant shall be adjudged deemed to have occurred hereunder, if and whenever: (a) any Base Rent, Tenant’s Proportionate Share of Operating Expenses, and/or Tenant’s Proportionate Share of Taxes is not paid within 5 business days of the date that such payment is due; or (b) any other rent is in arrears and is not paid within ten (10) business days after written demand by Landlord; or (c) an involuntary bankruptEvent of Insolvency (as hereinafter defined); or (d) Tenant fails to maintain insurance as required by this Lease; or (e) Tenant has breached any of its obligations in this Lease (other than as specifically enumerated in this Section) and Tenant fails to remedy such breach within thirty (30) days after written notice from Landlord (provided, however, that if such default reasonably requires more than thirty (30) days to cure, Tenant shall have a reasonable time to cure such default, provided Tenant commences to cure within such thirty (30) day period and thereafter diligently prosecutes such cure to completion. For purposes of this Lease, an “Event of Insolvency” means the occurrence with respect to Tenant or a decree or order approvingGuarantor of any of the following: (i) such person becoming insolvent, as properly filed, a petition or answer filed against Tenant asking reorganization that term is defined in Title 11 of Tenant under the Federal bankruptcy laws as now or hereafter amended, United States Code (the “Bankruptcy Code”) or under the insolvency laws of any Statestate (the “Insolvency Laws”); (ii) appointment of a receiver or custodian for any property of such person, shall be entered, and or the institution of a foreclosure or attachment action upon any property of such decree or judgment or order shall not have been vacated or stayed or set aside within sixty person; (60iii) days from filing by such person of a voluntary petition under the date provisions of the entry Bankruptcy Code or granting thereofInsolvency Laws; or B. Tenant shall file, (iv) filing of an involuntary petition against such person as the subject debtor under the Bankruptcy Code or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, Insolvency Laws; and/or (v) such person making or any petition pursuant or purporting consenting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any an assignment for the benefit of creditors or shall apply for or consent to the appointment a composition of a receiver for Tenant or creditors (and in each such event described in clauses (i)-(v), such event is not dismissed within ninety (90) days). At any of the property of Tenant; or D. time upon not less than five (5) days’ prior written notice, Tenant shall admit in writing its inability to pay its debts submit such information concerning the financial condition of any such person as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Landlord may request. Tenant warrants that all such information heretofore and hereafter submitted is and shall be made correct and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fivecomplete.

Defaults. Tenant further agrees that any one or more of Time is the following events essence hereof, and it shall be considered Events of Default as said term is used herein, that is to say, if: A. deemed a default if Tenant shall violate or breach or fail to keep or perform any covenant, agreement term or condition of this Lease including without limitation Tenant's obligation to make any and all payments due under this Lease, whether or not such payments are defined as Rent or Additional Rent, and if such default or violation shall continue or shall not be adjudged an involuntary bankruptremedied within at least ten (10) days (or, if no default in the Rent, Additional Rent or a decree or order approvingany other payments due hereunder Is involved, within twenty (20) days) after notice in writing thereof is given by Landlord to Tenant, specifying the matter claimed to be In default, Landlord, at its option, may Immediately declare this Lease terminated, and all Tenant's rights hereunder shall be terminated. Landlord may re-enter the Premises using such force as may be reasonably necessary, and repossess itself thereof, as properly filedof its former estate, a petition or answer filed against Tenant asking reorganization and remove all persons and property from the Premises. Notwithstanding any such re-entry, the liability of Tenant under for the Federal bankruptcy laws as now or hereafter amendedfull Rent, or under Additional Rent and other payments provided for herein shall not be extinguished for the laws balance of any State, shall be enteredthis Lease, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make good to Landlord any assignment deficiency arising from such re-letting of the Premises, plus the costs and expenses of renovating, altering and reletting the Premises, and including attorney's and/or broker's fees incident to Landlord's re-entry or reletting. Tenant shall pay any such deficiency each month as the amount thereof is ascertained by Landlord or, at Landlord's option, Landlord may recover, in addition to any other sums, the amount at the time of judgment the balance of the term after judgment exceeds the amount thereof which Tenant proves could be reasonably avoided, discounted at the rate of seven percent (7%). In reletting the Premises, Landlord may grant Rent concessions and Tenant shall not be credited therefore. Nothing herein shall be deemed to affect the right of Landlord to recover for the benefit of creditors or shall apply for or consent indemnification under Section 16 herein arising prior to the appointment termination of a receiver this Lease. In addition to the remedies for Tenant default provided herein, Landlord shall have any and all other rights at law or any of in equity in the property event of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for five's default.

Defaults. Tenant further agrees that (a) Lessee shall be deemed to be in default hereunder if: (i) Lessee fails to pay the Rent due under the Real Estate Lease or any one other charges due under this Lease on or more before the date on which the same are due, and such failure continues for fifteen (15) days after written notice from Lessor or (ii) Lessee fails to perform or observe any other term or condition contained in this Lease within thirty (30) days after written notice from Lessor specifying such default. In either of such events, Lessor may, immediately or at any time thereafter and upon written notice to Lessee, as Lessor's sole and exclusive remedy, terminate this Lease and repossess the Equipment, all without breach of the following events peace. (b) In the event Lessor fails to perform or observe any term or condition contained in this Lease or the Real Property Lease within thirty (30) days after written notice from Lessee, Lessee may but shall not obligated to (i) cancel this Lease upon written notice to Lessor, (ii) take any action appropriate under the circumstances to preserve its possession and rights under this Lease, (iii) perform any obligation or duty of the Lessor which the Lessor refuses or neglects to perform, and in any such event, Lessee may notify Lessor of the cost and expense thereof in which event Lessor shall, upon demand, immediately reimburse Lessee for said cost and expense, and in the event Lessor fails to reimburse Lessee within fifteen (15) days of the demand therefore, Lessee shall be considered Events entitled to offset such amounts against future installments of Default Rent as said term is used hereinthe same become due under the Real Property Lease and/or (iv) pursue any other remedy available at law or in equity. (c) In the event the default of Lessor or Lessee cannot be cured within the grace periods provided in subparagraphs (a) or (b) above, that is to say, if: A. Tenant such default shall be adjudged an involuntary bankruptdeemed to have been cured if the defaulting party shall have commenced compliance within such grace period, or a decree or order approvingand continues to prosecute the same with due diligence. (d) In the event either party, as properly filedat any time prior to termination of this Lease institutes appropriate legal proceedings to contest the alleged default, a petition or answer filed against Tenant asking reorganization of Tenant under then the Federal bankruptcy laws as now or hereafter amended, or under the laws effect of any State, notice of default provided under subparagraph (a) above shall be enteredstayed during the pendency of the legal proceeding and no termination shall occur nor may any other rights or remedies be exercised in reliance upon or as a result of such notice, and any until such decree time as (i) a final, unappealable order, award or judgment or order shall not have is entered in favor of Lessor and (ii) Lessee has been vacated or stayed or set aside within sixty granted thirty (6030) days from opportunity to cure the date of the entry or granting thereof; or B. Tenant shall filedefault, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant subject to the Federal bankruptcy laws now or hereafter amendedprovisions of subparagraph (c) above, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating subsequent to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry of such final order, award or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fivejudgment.

Defaults. Tenant further agrees that any one or more of the following events shall be considered Events an event of Default default as said term is used herein, that is to say, if: A. (a) Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any Statestate, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. (b) Tenant shall file, file or admit the jurisdiction of the court and the material allegations contained in, in any petition in bankruptcy, bankruptcy or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws as now or hereafter amended, or Tenant shall institute any proceedings or shall give its consent to the institution of any proceedings for any relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition composition, or extension; or C. (c) Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. (d) The Leased Premises are levied on upon by any revenue officer or similar officerofficer and Tenant shall fail to contest the validity of the levy and give security to Landlord to insure payment thereof, or having commenced to contest the same and having given such security, shall fail to prosecute such contest with diligence, or shall fail to have the same released and satisfy any judgment rendered thereon, and such default continues for ten (10) days after notice thereof in writing to Tenant; or F. (e) A decree or order appointing a receiver of the property of Tenant shall be made made, and such decree or order shall not have been vacated, stayed vacated or set aside within sixty (60) days from the date of entry or granting thereof, ; or G. (f) Tenant shall abandon the Leased Premises or vacate the same during the Term term hereof; or H. (g) Tenant shall default in any payment of Rent rent or in any other payment required to be made by Tenant hereunder when due as herein provided provided, and such default shall continue for fiveseven (7) days after notice thereof in writing to Tenant; provided, however, that the said seven (7) day period shall be deemed to be three (3) days in the event that the Tenant assigns this Lease to a person or entity who is either not owned by Tenant or a parent corporation of Tenant; or (h) Tenant shall fail to contest the validity of any lien or claimed lien and give security to Landlord to insure payment thereof, or having commenced to contest the same and having given such security, shall fail to prosecute such contest with diligence, or shall fail to have the same released and satisfy any judgment rendered thereon, and such default continues for ten (10) days after notice thereof in writing to Tenant; or (i) Tenant shall default in keeping, observing, or performing any of the other covenants or agreements herein contained to be kept, observed, and performed by Tenant, and such default shall continue for thirty (30) days after notice thereof in writing to Tenant; or (j) Tenant shall repeatedly be late in the payment of rent or other charges required to be paid hereunder or shall repeatedly default in the keeping, observing, or performing of any other covenants or agreements herein contained to be kept, observed, or performed by Tenant (provided notice of such payment or other defaults shall have been given to Tenant, but whether or not Tenant shall have timely cured any such payment or other defaults of which notice was given). For purposes of this paragraph, the term “repeatedly” shall mean three (3) times in any twelve (12) month period. The Tenant further covenants and agrees that, if the rent above reserved, or any part thereof, shall be in default, or in case of a breach of any of the covenants or agreements herein, Landlord may declare this Lease terminated, and after the expiration of fifteen (15) days from the date of receipt of service of a written notice to that effect, be entitled to the possession of the Leased Premises, either by the expiration of this Lease or by any termination of said term as herein provided for. If the Tenant shall refuse to surrender and deliver up the possession of the Leased Premises, after the service of said notice, then and in that event, the Landlord may, without further notice or demand, enter into and upon said Leased Premises, or any part thereof, and take possession thereof and repossess the same as of the Landlord’s former estate, and expel, remove and put out of possession the Tenant, using such help, assistance and force in so doing as may be needful and proper, without being liable for prosecution or damages therefor, and without prejudice to any remedy allowed by law available in such cases.

Defaults. Tenant further agrees that The occurrence of any one or more of the following events shall will be considered Events deemed an Event of Default as said term is used herein, that is to say, ifby Tenant: A. (i) The failure by Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent rent or additional rent or any other payment required to be made by Tenant hereunder when within three (3) business days after such payment becomes due (provided that the first two (2) occurrences of such a delinquency in any twelve (12) month period shall be a default only if Tenant fails to cure each of such delinquencies within five (5) days after written notice from Landlord thereof). (ii) The failure by Tenant to observe or perform any of the express or implied covenants or provisions of this Lease to be observed or performed by Tenant, other than as herein provided specified in Subparagraph 22(a)(i) or (ii) above, where such failure continues (where no other period of time is expressly provided) for a period of thirty (30) days after written notice thereof from Landlord to Tenant. The provisions of any such notice will be in lieu of, and not in addition to, any notice required under applicable law. If the nature of Tenant’s TENANT’S INITIALS LANDLORD’S INITIALS default is such that more than thirty (30) days are reasonably required for its cure, then Tenant will not be deemed to be in default shall continue if Tenant diligently commences such cure within such thirty (30) day period and thereafter diligently prosecutes such cure to completion. (iii) (A) The making by Tenant of any general assignment for fivethe benefit of creditors; (B) the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same is dismissed within sixty (60) days); (C) the appointment of a trustee or receiver to take possession of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease, where possession is not restored to Tenant within thirty (30) days; or (D) the attachment, execution or other judicial seizure of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease where such seizure is not discharged within thirty (30) days.

Defaults. Tenant further agrees that 8.1 The occurrence of any one or more of the following events which continues beyond the expiration of the applicable notice and cure period under this Agreement shall be considered Events constitute an event of Default as said term is used herein, that is to say, ifdefault by FCAR under this Agreement: A. Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of (a) Failure to comply with any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereofmaterial terms and conditions of this Agreement within the times herein specified. (b) FCAR shall: (i) become insolvent; or B. Tenant shall file, or (ii) admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting writing its inability to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extensionpay debts as they mature; or C. Tenant shall (iii) make any a general assignment for the benefit of creditors or shall apply for or consent to the appointment an agent authorized to liquidate any such amount of a receiver for Tenant or any of the property of Tenantits property; or D. Tenant shall admit in writing its inability to pay its debts as they become due(iv) be adjudicated bankrupt; or E. The Premises are levied on by any revenue officer or similar officer; or(v) be in violation of applicable building codes, electrical codes, plumbing codes, property maintenance codes, sign regulations, and zoning codes without variance therefrom. F. A decree or order appointing a receiver (c) Upon an occurrence of default as set forth in Subsection 8.1 (a) and (b)(v), the City shall provide written notice to FCAR specifying the default. Upon receipt of the property notice of Tenant default, FCAR shall have thirty (30) days after receipt of the notice of default to cure the default, if it can be reasonably cured within thirty (30) days, or FCAR must begin curing the default and complete curing the default within a reasonable time thereafter if the default cannot be cured within thirty (30) days. (d) If a default is not cured within the time periods provided herein, the City may terminate this Agreement, and in that event, the City shall be made relieved of any further obligations arising pursuant to this Agreement, and FCAR shall be released from its obligations arising out of this Agreement and the City’s sole remedy following such decree termination shall be recovery from FCAR for any accrued or order shall not other payment(s) which may have been vacated, stayed or set aside within sixty (60) days from made to FCAR hereunder between the date of entry default and the date of termination of this Agreement and any sum for which the City may be entitled to reimbursements from FCAR under the terms of this Agreement. (e) Upon an event of default by FCAR as hereinabove set forth, any monies due or granting thereofbecoming due under this Agreement shall be reserved and held by the City until such time as the default is cured. If the alleged default can be cured by the payment or expenditure of money, orFCAR may post a letter of credit or other collateral reasonably acceptable to the City Attorney and with a reputable financial institution, until the matter can be resolved, and the City shall continue to make payments to FCAR as set forth herein. If the default is not cured within the time set forth above, and this Agreement is terminated by the City, all money held by the City as provided herein may be retained by the City and used to cure the default, and any monies remaining after said cure shall be returned by the City to FCAR. G. Tenant 8.2 The City shall abandon be considered to be in default if it shall fail to make complete and timely payments to FCAR on the Premises during terms provided herein or fail to comply with any other material term or provision of this Agreement. If such an event of default occurs, FCAR shall notify the Term hereof; or H. Tenant shall City of the default in any writing and allow thirty (30) days for the City to cure the default. The City’s failure to cure the default within the time period specified shall permit FCAR to terminate this Agreement. FCAR shall not be deemed to have waived its right to recover the Tax Rebates and credits to which it is entitled under this Agreement and to seek the remedies of specific performance, costs, expenses and attorneys’ fees and the payment of Rent required unpaid Tax Rebates. 8.3 Any lawfully disputed amounts pursuant to this Section 8 shall be made deposited in an escrow with a third party pending resolution of the dispute. The third party shall be agreed upon by Tenant hereunder when due as herein provided the City and such default shall continue for fiveFCAR.

Defaults. Tenant further agrees that any one or more Any of the following events shall be considered Events of Default as said term is used herein, that is to say, ifconstitute a "Default" under this Sublease: A. Tenant Subtenant shall fail to pay any installment of Rent when the same shall be adjudged an involuntary bankruptdue and payable, and such failure shall continue for a period of ten (10) days after receipt by Subtenant of written notice thereof from Sublandlord; or B. If Subtenant shall fail to maintain the insurance coverage required by this Sublease or Subtenant shall fail to timely deliver a decree copy of any certificate of insurance required hereunder and such default shall continue for a period of ten business (10) days after written notice is given by Sublandlord to Subtenant specifying such default; or order approvingdefault shall be made with respect to any assignment of this Sublease or subletting of the Demised Premises as provided in Article IX hereof; or default shall be made with respect to Subtenant's obligation to make certifications as provided in Article XVI hereof(such notice provided herein constituting a second notice in addition to that provided for in Article XVI); or C. Subtenant shall fail to perform any of the other covenants, as properly filedconditions and agreements herein contained on Subtenant's part to be performed and such failure shall continue for a period of thirty (30) days after receipt by Subtenant of notice in writing from Sublandlord specifying in detail the nature of such failure, except that if within the thirty (30) day period Subtenant commences and thereafter proceeds diligently to remedy the violation or failure within a reasonable period of time, Subtenant shall not be in default hereunder. D. Subtenant shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent or shall file any petition or answer filed against Tenant asking reorganization of Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the Federal present or any future federal bankruptcy laws as now act or hereafter amendedany other present or future applicable federal, state or other stature or law, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Subtenant or of all or any substantial part of its properties or of the Demised Premises; or E. If within sixty (60) days after the commencement of any proceeding against Subtenant seeking any reorganization, arrangement composition, readjustment, liquidation, dissolution or similar relief under the laws present or any 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 sixty (60) days after the appointment, without the consent or acquiescence of Subtenant of any Statetrustee, shall be enteredreceiver or liquidator of Subtenant, and or of all or any substantial part of its properties or of the Demised Premises, such decree or judgment or order appointment shall not have been vacated or stayed on appeal or set aside otherwise, or if, within sixty (60) days from after the date expiration of the entry or granting thereof; or B. Tenant shall fileany such stay, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the such appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from . F. The abandonment of the date Demised Premises by Subtenant at any time following delivery of entry or granting thereof, or G. Tenant shall abandon possession of the Demised Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fiveSubtenant.

Defaults. Tenant further agrees Each of Acquiror, Merger Sub and Acquiror Bank is, and at all times since December 31, 2010 has been, in full compliance with all applicable terms and requirements of each Contract under which it has or had any obligation or Liability or by which it or any asset owned or used by it is or was bound, except where the failure to be in full compliance would not reasonably be expected to have a Material Adverse Effect on Acquiror, Merger Sub or Acquiror Bank. To Acquiror’s Knowledge, each other Person that has or had any one obligation or more Liability under any such Contract under which Acquiror, Merger Sub or Acquiror Bank has or had any rights is, and at all times since December 31, 2010, has been, in full compliance with all applicable terms and requirements of such Contract, except where the following events shall failure to be considered Events in full compliance would not reasonably be expected to have a Material Adverse Effect on Acquiror, Merger Sub or Acquiror Bank. To Acquiror’s Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of Default as said term time) may contravene, conflict with or result in a material violation or breach of, or give Acquiror, Merger Sub, Acquiror Bank or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any material Contract to which Acquiror, Merger Sub or Acquiror Bank is used hereina party. Except in the Ordinary Course of Business with respect to any Loan, neither Acquiror, Merger Sub nor Acquiror Bank has given to or received from any other Person, at any time since December 31, 2010, any notice or other communication (whether oral or written) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Contract, that is has not been terminated or satisfied prior to say, if: A. Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of this Agreement. Other than in the entry or granting thereof; or B. Tenant shall fileOrdinary Course of Business in connection with workouts and restructured loans, there are no renegotiations of, attempts to renegotiate, or admit the jurisdiction of the court and the material allegations contained inoutstanding rights to renegotiate, any petition in bankruptcymaterial amounts paid or payable to Acquiror, Merger Sub or Acquiror Bank under current or completed Contracts with any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings Person and no such Person has made written demand for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fiverenegotiation.

Defaults. If: (i) Tenant further agrees that fails to pay any one installment of Base Rent or more other charges hereunder when due, or (ii) Tenant fails to perform any other covenant, term, agreement or condition of this Lease, or (iii) a Financial Distress Default occurs, then, if the default is not cured within the cure periods set forth below, Landlord may, immediately or at any time thereafter, elect to terminate this Lease by notice, by lawful entry or otherwise, whereupon Landlord shall be entitled to recover possession of the following events Premises from Tenant and those claiming through or under Tenant. Tenant shall have 5 days after notice of monetary default to cure the default. Tenant shall have 20 days after notice of a non-monetary default to cure the default; provided that if the default cannot be considered Events of Default as said term is used hereincured within 20 days, that is to say, if: A. then Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, granted such additional time to cure the default as properly filed, a petition or answer filed against is reasonably necessary if Tenant asking reorganization commences the cure within the 20-day period and diligently pursues the cure to completion. Termination of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of this Lease and any State, repossession shall be entered, and without prejudice to any such decree remedies Landlord has for arrears of rent or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date for a prior breach of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property provisions of this Lease. In case of such termination, Tenant shall indemnify Landlord against all costs and expenses including the amounts due under Section 15.2 and loss of rent. If Tenant fails to perform any of Tenant; or D. 's covenants which Tenant has failed to perform at least twice previously in any 12-month period (although Tenant shall admit in writing its inability have cured any such previous breaches after notice from Landlord, and within the notice period), then Landlord may thereafter, without further notice, exercise any remedies permitted by this Section 15 or by law, including but not limited to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver termination of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fivethis Lease.

Defaults. Tenant further agrees that The occurrence of any one or more of the following events ("Defaults") shall be considered Events constitute a default and breach of Default as said term is used herein, that is to say, ifthis Lease: A. (i) Tenant shall fail to pay the Base Rent, or any other rent owed under this Lease when due and such failure shall continue for ten (10) days after Tenant's receipt of written notice from Landlord, provided, however, Landlord shall not be adjudged obligated to give such notice and opportunity to cure more than two times in any calendar year; (ii) Tenant shall neglect or fail to perform or observe any other term, covenant or condition set forth in this Lease on Tenant's part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after receipt of written notice specifying such neglect or failure, or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence to remedy the same within such thirty (30) day period and to prosecute such remedy to completion with reasonable diligence; (iii) A general assignment by Tenant for the benefit of Tenant's creditors, any voluntary filing, petition or application by Tenant under any law relating to insolvency or bankruptcy, whether for declaration of bankruptcy, a reorganization, an arrangement or otherwise; (iv) The involuntary filing against Tenant of (A) a petition to have Tenant declared bankrupt, or a decree or order approving, as properly filed, (B) a petition for reorganization or answer filed against Tenant asking reorganization arrangement of Tenant such party under any law relating to insolvency or bankruptcy, unless in the Federal bankruptcy laws as now or hereafter amended, or under the laws case of any Statesuch involuntary filing, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside the same is dismissed within sixty (60) days from the date of the entry or granting thereofdays; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to (v) the appointment of a trustee or receiver for Tenant to take possession of all or any substantially all of the property assets of the Tenant, or the attachment, execution or other judicial seizure of all or substantially all of Tenant; or D. Tenant shall admit 's assets located at the Premises, or of Tenant's interest in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer this Lease, unless such appointment, attachment, execution or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside seizure is discharged within sixty thirty (6030) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fivedays.

Defaults. Tenant further agrees that A Party shall be in default under this Lease upon the occurrence of any one or more of the following events events: (a) The failure by such Party to make any payment of any amount required to be made by such Party hereunder, as and when due, where such failure shall continue for a period of thirty (30) days after receipt by such Party of written notice thereof from the other Party; or (b) The failure by such Party to observe or perform any other material covenants, conditions or provisions of this Lease to be observed or performed by such Party, where such failure shall continue for a period of thirty (30) days after receipt by such Party of written notice thereof from the other Party; provided, however, that if the nature of the failure is such that more than thirty (30) days are reasonably required for its cure, then such Party shall not be deemed to be in default if such Party commences such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion; or (c) If by order of a court of competent jurisdiction, a receiver or liquidator or trustee of a Party shall be considered Events appointed, and such receiver or liquidator or trustee shall not have been discharged within a period of Default as said term is used hereinsixty (60) days; or if by decree of such a court, that is to say, if: A. Tenant a Party shall be adjudged an involuntary bankruptadjudicated bankrupt or insolvent or any substantial part of the property of such Party shall have been sequestered, and such decree shall have continued undischarged and unstayed for a period of sixty (60) days after the entry thereof; or a decree or order approving, as properly filed, if a petition to declare bankruptcy or answer filed against Tenant asking reorganization to reorganize a Party pursuant to any of Tenant under the Federal provisions of the federal bankruptcy laws or pursuant to any other similar state statute applicable to such Party, as now or hereafter amended, or under the laws of any Statein effect, shall be entered, filed against such Party and any such decree or judgment or order shall not have been vacated or stayed or set aside be dismissed within sixty (60) days from the date of the entry or granting thereofafter such filing; or B. Tenant (d) If a Party shall filefile a voluntary petition in bankruptcy under any provision of any federal or state bankruptcy law or shall consent to the filing of any bankruptcy or reorganization petition against it under any similar law; or, without limitation of the generality of the foregoing, if a Party shall file a petition or answer or consent seeking relief or assisting in seeking relief in a proceeding under any of the provisions of the federal bankruptcy laws or pursuant to any other similar state statute applicable to such Party, as now or hereafter in effect, or admit the jurisdiction of the court and an answer admitting the material allegations contained in, any of a petition filed against it in bankruptcy, such a proceeding; or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant if a Party shall make any an assignment for the benefit of creditors its creditors; or shall apply for or consent to the appointment of if a receiver for Tenant or any of the property of Tenant; or D. Tenant Party shall admit in writing its inability to pay its debts generally as they become due; or E. The Premises are levied on by or if a Party shall consent to the appointment of a receiver or receivers, or trustee or trustees, or liquidator or liquidators of it or of all or any revenue officer or similar officerpart of its property; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for five

Defaults. Tenant further agrees that The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails to pay any one principal, interest, fees, charges, or more of any other amount when due and payable hereunder; (b) Borrower fails to deliver any Lender Conversion Shares in accordance with the following events terms hereof; (c) Borrower fails to deliver any Redemption Conversion Shares (as defined below) in accordance with the terms hereof; (d) a receiver, trustee or other similar official shall be considered Events of Default as said term is used herein, that is to say, if: A. Tenant shall be adjudged an involuntary bankrupt, appointed over Borrower or a decree material part of its assets and such appointment shall remain uncontested for twenty (20) days or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated be dismissed or stayed or set aside discharged within sixty (60) days from the date of the entry days; (e) Borrower becomes insolvent or granting thereof; or B. Tenant shall filegenerally fails to pay, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit admits in writing its inability to pay pay, its debts as they become due; or E. The Premises are levied on by (f) Borrower makes a general assignment for the benefit of creditors; (g) Borrower files a petition for relief under any revenue officer bankruptcy, insolvency or similar officerlaw (domestic or foreign); or F. A decree (h) an involuntary bankruptcy proceeding is commenced or order appointing a receiver filed against Borrower; (i) Borrower or any pledgor, trustor, or guarantor of this Note defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower or such pledgor, trustor, or guarantor contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the property Purchase Agreement; (j) any representation, warranty or other statement made or furnished by or on behalf of Tenant shall be Borrower or any pledgor, trustor, or guarantor of this Note to Lender herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made and such decree or order furnished; (k) the occurrence of a Fundamental Transaction without Lender’s prior written consent, which shall not have been vacatedbe unreasonably withheld; (l) Borrower effectuates a reverse split of its ADSs without twenty (20) Trading Days prior written notice to Lender; (m) any money judgment, stayed writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $100,000.00, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) calendar days unless otherwise consented to by Lender; (n) Borrower fails to be DWAC Eligible; (o) Borrower fails to observe or perform any covenant set aside within sixty forth in Section 4 of the Purchase Agreement; or (60p) days from the date Borrower, any affiliate of entry Borrower, or granting thereofany pledgor, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default trustor, or guarantor of this Note breaches any covenant or other term or condition contained in any payment Other Agreements. Notwithstanding the foregoing, on up to two (2) separate occasions, Borrower shall have ten (10) Trading Days instead of Rent required five (5) Trading Days to be made by Tenant hereunder when due as herein provided and such default shall continue for fivedeliver Lender Conversion Shares or Redemption Conversion without an Event of Default pursuant to Section 4.1(b) or (c) above occurring.

Defaults. Tenant further agrees that The occurrence of any one or more of the following events shall be considered Events constitute a material default and breech of Default as said term this lease; (a) The abandonment of the Premises by Tenant. Abandonment is used hereinherein defined to include, that but is not limited to, any absence by Tenant from the Premises for five (5) days or longer while in default of any provision of this leave. (b) A failure by Tenant to say, if: A. Tenant shall be adjudged an involuntary bankruptpay the rent, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any other payment of Rent required to be made by Tenant hereunder hereunder, where such failure continues until the earlier of (i) ten (10) days after the date such payment was due, or (ii) a period of three (3) days after notice thereof from Landlord to Tenant; provided, however, that any such notice shall be in lieu of and not in addition to any notice required under Section 1161 of the California Code of Civil Procedure. (c) A failure by Tenant to observe and perform any provision of this lease, not involving the payment of money, to be observed or performed by Tenant, where such failure continues for thirty (30) days after notice thereof by Landlord to Tenant (or for twenty-four (24) hours after similar notice when due as herein provided such failure constitutes an emergency, a nuisance, or a dangerous of unlawful condition); provided, however, that any such notice shall be in lieu of, and not in addition to, any notice required under Section 1157 of the California Code of Civil Procedure; provided, further, that if the nature of such default is such that the same cannot reasonably be cured within such thirty-day period for such twenty-four hour period) Tenant shall continue not be deemed to be in default if Tenant shall within such period commence such cure and thereafter diligently prosecute the same to completion. (d) The making by Tenant of any general assignment for fivethe benefit of creditors; the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt of or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant) the same is dismissed within sixty (60) days; the appointment of a trustee or receiver to take possession for substantially all Tenant's assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within thirty (30) days of the attachment, execution or other judicial seizure of substantially all of the Tenant's assets located at the Premises or of Tenant's interest in this lease, where such seizure is not discharged within thirty (30) days. (e) A default by a guarantor of this lease ("Guarantor"), if any, under the agreement, instrument, or document evidencing such guaranty; a material adverse change in the financial strength of Guarantor; any event described in Section (d) of this Article 20 performed by or occurring to Guarantor rather than by or to Tenant as described therein; the performance by Guarantor of any act that, if so performed by Tenant, would constitute a default under this lease. (f) Landlord shall not be deemed to be in default in the performance of any obligation required to be performed by it hereunder unless and until it has failed to perform such obligation within thirty (30) days after notice by Tenant to Landlord specifying wherein Landlord has failed to perform such obligations provided, however, that if the nature of Landlord's obligation is such that more than thirty (30) days are required for the performance then Landlord shall not be deemed to be in default if it shall commence such performance within such thirty-day period and thereafter diligently prosecutes the same to completion. (g) If Landlord defaults or branches this lease, Tenant's remedies shall be limited to an action for damages, injunction, or specific performance, and shall not include the withholding of rent or the termination of this lease.

Defaults. Tenant further agrees that any one or more Each of the following events shall constitute a default under this Note (a "Default"): Failure by Borrower to make any payment due under this Note; any representation or warranty by Borrower under this Note or any other agreement with Lender shall be considered Events false or inaccurate in any material respect when made; or failure by Borrower to comply with the provisions of Default as said any other covenant, obligation or term of this Note or any other agreement with the Lender; Failure by Borrower to pay when due any other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which shall continue after the applicable grace period, if any, specified in the agreement relating to such indebtedness or obligation; failure by Borrower to comply with the provisions of any other covenant, obligation or term of any agreement relating to such indebtedness or obligation which shall continue after the applicable grace period, if any, specified in such agreement if the effect of such failure is used hereinto accelerate, or permit the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that is to say, if: A. Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization the existing defaults listed in the Schedule of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order Exceptions attached hereto shall not have been vacated or stayed or set aside within sixty (60) days from constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court obligations involved and the material allegations contained in, any petition Company otherwise remains in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief compliance with all other provisions of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extensionthis Note and all other agreements with Lender; or C. Tenant shall make any Borrower makes a general assignment for the benefit of creditors creditors, files a petition in bankruptcy, is adjudicated insolvent or shall apply bankrupt, petitions to any court for a receiver or consent trustee for Borrower or any substantial part of its property, commences any proceeding relating to the appointment of a receiver for Tenant arrangement, readjustment, reorganization or liquidation under any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer bankruptcy or similar officerlaws; or F. A decree or order appointing there is commenced against Borrower any such proceedings which remain undismissed for a receiver period of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the date appointment of entry any such trustee or granting thereof, or G. Tenant shall abandon the Premises during the Term hereofreceiver; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for five

Defaults. A. Tenant further agrees that any one or more of the following events shall be considered Events an Event of Default as said term is used herein, that is to say, if: A. (i) Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter hereinafter amended, or under the laws of any Statestate, shall be entered, and any such decree or judgment or order shall not have been vacated relocated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. (ii) Tenant shall file, file or admit the jurisdiction of the court and the material allegations contained in, in any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws as now or hereafter amended, or Tenant shall institute any proceedings or shall give its consent to the institution of any proceedings for any relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. (iii) Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. (iv) The Premises are levied on upon by any revenue officer or similar officer; or F. (v) A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, ; or G. (vi) Tenant shall vacate the Premises or abandon the Premises same for more than five (5) days during the Term hereof; or H. (vii) Tenant shall default in any monthly payment of Rent Rental required to be made paid by Tenant hereunder or in the payment of any other sums required to be paid by Tenant hereunder when due as herein provided and such default shall continue for fiveten (10) days after notice thereof in writing to Tenant; or (viii) Tenant shall fail to contest the validity of any lien or claimed lien and give security to Landlord to insure payment thereof, or having commenced to contest same and having given such security, shall fail to prosecute such contest with diligence, or shall fail to have the same released and satisfy any judgment rendered thereon, and such default continues for fifteen (15) days after notice thereof in writing to Tenant; or (ix) Tenant shall default in keeping, observing or performing any of the other covenants and agreements herein contained to be kept, observed and performed by Tenant, and such default shall continue for thirty (30) days after notice thereof in writing to Tenant or in the case of a default not susceptible of being cured with due diligence within said thirty (30) day period, the time within which to cure same shall be extended for such period as may be necessary to cure same with due diligence; or (x) Tenant shall repeatedly be late in payment of Rent or other charges required to be paid hereunder or shall repeatedly default in keeping, observing or performing of any other covenants or agreements herein contained to be kept, observed or performed by Tenant (provided notice of such payment or other default shall have been given to Tenant, but whether or not Tenant shall have timely cured any such payment or other defaults of which notice was given); or (xi) If Tenant is a corporation, the transfer of part or all of its shares or assets voluntarily or by operation of law so as to result in a change in the control of said corporation by the person or persons owning a majority of its said shares or assets; or (xii) Any matter described elsewhere in this Lease an Event of Default. B. In the case of an Event of Default by Tenant: (i) To the extent not inconsistent with any other terms and provisions hereunder, Landlord may terminate this Lease by giving to Tenant ten (10) day written notice of Landlord’s election to do so, in which event the Term of this lease shall end, and all right, title and interest of Tenant hereunder shall expire, on the date stated in such notice. To the extent that Tenant’s default threatens life or limb to any person, or materially endangers the Premises or Building, as determined by the Landlord, in Landlord’s sole discretion, no such notice shall be required; (ii) Landlord may terminate the right of Tenant to possession of the Premises without terminating this Lease by giving written notice to Tenant that Tenant’s right of possession shall end on the date stated on such notice, whereupon the right of Tenant to possession of the Premises or any part thereof shall cease on the date stated in such notice; and (iii) Landlord may maintain Tenant’s right to possession and enforce the provisions of this Lease by a suit or suits in equity or at law for the enforcement of any other appropriate legal or equitable remedy, including without limitation injunctive relief, and for recovery of all moneys due or to become due from Tenant under any of the provisions of this Lease. C. In the case of a default by Landlord and failure to cure within the time provided herein, Tenant may terminate this Lease without further notice, in which event the term of this Lease shall end and all obligations of Tenant except as otherwise provided for herein shall cease on the date of such termination. D. If Landlord exercises any of the remedies provided for in subparagraphs (i) and (ii) of the foregoing Section 20B, Tenant shall surrender possession of and vacate the Premises and immediately deliver possession thereof to Landlord, and Landlord may re-enter and take complete and peaceful possession of the Premises, with or without process of law. E. If Landlord terminates the right of Tenant to possession of the Premises without terminating this Lease, such termination of possession shall not release Tenant, in whole or in part, from Tenant’s obligation to pay the Rent hereunder for the full Term, and the aggregate amount of the Rent (based on the latest applicable rate of Base Rent and the rate of the latest determined Additional Rent) for the period from the date stated in the notice terminating possession to the end of the Term shall be immediately due and payable by Tenant to Landlord, together with any other monies due hereunder, and Landlord shall have the right to immediate recovery of all such amounts. In addition, Landlord shall have right from time to time, to recover from Tenant, and Tenant shall remain liable for, all Rent not theretofore accelerated and paid pursuant to the foregoing sentence and any other sums thereafter accruing as they become due under this Lease during the period from the date of such notice of termination of possession to the stated end of the Term. In any such case, Landlord shall make reasonable attempts to relet the Premises or any part thereof for the account of Tenant for such rent, for such time (which may be for a term extending beyond the Term of this Lease) and upon such terms as Landlord, in Landlord’s sole discretion, shall determine. Landlord shall not be required to accept any tenant offered by Tenant but shall not be unreasonable in rejecting any substitute tenant offered. Also, in any such case, Landlord may make repairs, alterations and additions in or to the Premises and redecorate the same to the extent deemed by Landlord necessary or desirable, and in connection therewith Landlord may change the locks to the Premises, and Tenant shall upon written demand pay the cost thereof together with Landlord’s expenses of reletting. Landlord may collect the rents from any such reletting and apply the same first to the payment of the expenses of reentry, redecoration, repair and alterations and the expenses of reletting and second to the payment of Rent herein provided to be paid by Tenant, and any excess or residue shall operate only as an offsetting credit against the amount of Rent due and owing or paid as a result of acceleration or as the same thereafter becomes due and payable hereunder, but the use of such offsetting credit to reduce the amount of Rent due Landlord, if any, shall not be deemed to give Tenant any right, title or interest in or to such excess or residue and any such excess or residue shall belong to Landlord solely; provided that in no event shall Tenant be entitled to a credit on its indebtedness to Landlord in excess of the aggregate sum (including Base Rent and Additional Rent) which would have been paid by Tenant for the period for which the credit to Tenant is being determined, had no Event of Default occurred. No such re-entry, repossession, repairs, alterations, additions or reletting shall be construed as an eviction or ouster of Tenant or as an election on Landlord’s part to terminate this Lease, unless a written notice of such intention is given to Tenant, or shall operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, and Landlord may, at any time and from time to time, xxx and recover judgment for any deficiencies from time to time remaining after the application from time to time of the proceeds of any such reletting. F. In the event of the termination of this Lease by Landlord as provided for by subparagraph (i) of Section 20B, Landlord shall be entitled to recover from Tenant all the fixed dollar amounts of Rent accrued and unpaid for the period up to and including such termination date, as well as all other additional sums payable by Tenant, or for which Tenant is liable or in respect of which Tenant has agreed to indemnify Landlord under any of the provisions of this Lease, which may be then owing and unpaid, and all costs and expenses, including without limitation court costs and reasonable attorney’s fees incurred by Landlord in the enforcement of its rights and remedies hereunder and in addition, Landlord shall be entitled to recover as damages for loss of the bargain and not as a penalty (i) the unamortized cost of leasehold improvements, additions, alterations, if any, paid for by Landlord pursuant to this Lease and any work letter attached hereto, (ii) the aggregate sum which at the time of such termination represents the excess, if any, of the present value on the aggregate rents at the same annual rate for the remainder of the Term as then in effect pursuant to the applicable provisions of Sections 2 and 3 of this Lease, over the then present value of the then aggregate fair rental value of the Premises for the balance of the Term, such present value to be computed in each case on the basis of three percent (3%) per annum discount from the respective dates upon which such rentals would have been payable hereunder had this Lease not been terminated, and (iii) any damage in addition thereto, including reasonable attorneys’ fees and court costs, which Landlord shall have sustained by reason of the breach of any of the covenants of this lease other than for the payment of rent. G. All property removed from the Premises by Landlord pursuant to any provisions of this Lease or by law may be handled, removed or stored by Landlord at the cost and expense of Tenant, and Landlord shall in no event be responsible for the value, preservation or safekeeping thereof. Tenant shall pay Landlord for all expenses incurred by Landlord in such removal and for reasonable storage charges for such property so long as the same shall be in Landlord’s possession or under Landlord’s control. All such property not removed from the Premises or retaken from storage by Tenant at the end of the Term, however terminated, shall, at Landlord’s option, be conclusively deemed to have been conveyed by Tenant to Landlord as by xxxx of sale, without further payment or credit by Landlord to Tenant. H. Tenant shall pay all of Landlord’s costs, charges and expenses, including without limitation court costs and reasonable attorney’s fees, incurred in enforcing Tenant’s obligations under this Lease or incurred by Landlord in any litigation, negotiation or transaction in which Tenant causes Landlord, without Landlord’s fault, to become involved or concerned. I. The provisions of this Section 20 shall survive termination of this Lease.

Defaults. Tenant further agrees that The occurrence of any one or more of the following events shall be considered Events will constitute an Event of Default as said term is used herein, that is to say, ifunder this Lease by Tenant: A. (a) Failure by Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent rent or any other payment required to be made by Tenant hereunder hereunder, as and when due as herein provided due, where such failure will continue for a period of ten (10) days after written notice by Landlord to Tenant. (b) Failure of Tenant to comply with any provision of this Lease other than payment of rent, with such failure continuing for thirty (30) days after written notice by Landlord specifying the nature of non-compliance by Tenant with reasonable particularity provided. However, if the nature of Tenant’s default is such that more than thirty (30) days are reasonably required for its cure, Tenant will not be in default if Tenant promptly commences or has commenced such cure and thereafter diligently proceeds to cure such default within a period of time which, under all prevailing circumstances, will be reasonable. Furthermore, no notice of default shall continue be required in the case of a violation by Tenant of 15.3. (i) Insolvency of Tenant or the execution by Tenant of an assignment for fivethe benefit of creditors; or (ii) Filing by or against Tenant of a petition to have Tenant adjudged bankrupt, or a petition for reorganization or arrangement under any law relating to bankruptcy (unless in the case of a petition filed against Tenant, the same is dismissed within ninety (90) days); or (iii) Appointment of a trustee or receiver to take possession of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease, where possession is not restored to Tenant within sixty (60) days; or (iv) Attachment, execution or other judicial seizure of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease, where such seizure is not discharged within sixty (60) days. If, however, during any 365 day period Tenant commits two (2) monetary or three (3) substantially similar non-monetary defaults of which Landlord has notified Tenant, where such notice is required, Landlord may, at its option, immediately exercise any or all remedies available under this Lease or at law or in equity, all without giving Tenant any notice or an opportunity to cure the last (i.e. the third or subsequent) default (notwithstanding any notice and cure provision or other Lease provisions to the contrary).

Defaults. Tenant further agrees that any one or more of the following events shall be considered Events events of Default as said term is used herein, that is to say, if:default (an “Event of Default”): A. (a) Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any Statestate, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty ninety (6090) days from the date of the entry or granting thereof; or B. (b) Tenant shall file, file or admit the jurisdiction of the court and the material allegations contained in, in any petition in bankruptcy, bankruptcy or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws as now or hereafter amended, or Tenant shall institute any proceeding or shall give its consent to the institution of any proceedings for any relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. (c) Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. (d) The Leased Premises are levied on upon by any revenue officer or similar officerofficer and such levy is not released within thirty (30) days; or F. (e) A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed vacated or set aside within sixty ninety (6090) days from the date of entry or granting thereof, ; or G. (f) Tenant shall abandon the Leased Premises during the Term hereofwithout complying with its payment of Rent and repair obligations hereunder; or H. (g) Tenant shall default in any payment of Rent or in any other payment required to be made by Tenant hereunder when due as or shall fait to maintain any insurance required of Tenant pursuant to Article VI hereunder and any such default shall continue for five (5) business days after notice thereof in writing to Tenant; or (h) Tenant shall default in any payment required to be made by Tenant pursuant to the Machinery and Equipment Agreement, and any such default shall continue for five (5) business days after notice thereof in writing to Tenant; or (i) Subject to the terms of Section 22.2 below, Tenant shall default in keeping, observing or performing any of the other material covenants or material agreements herein provided contained to be kept, observed and performed by Tenant, and such default shall continue for fivethirty (30) days after notice thereof in writing to Tenant.

Defaults. Tenant further agrees that Grantor shall be in default hereunder if any one or more of the following events shall be considered Events occur (any such occurrence is herein referred to as an "Event of Default as said term is used hereinDefault"): (a) Failure to pay on or before its due any indebtedness secured hereby, and such failure to pay shall have continued following ten (10) days' written notice thereof to Grantor; or (b) Any failure in performance of any agreement in this Deed of Trust or any other Loan Document and such failure shall have continued for thirty (30) days after giving of written notice thereof; provided, however, that if the non-monetary event of default is incapable of being cured within thirty (30) days after written notice to sayGrantor, if:Beneficiary shall not exercise any of its rights or remedies so long as Grantor have commenced appropriate action to cure the default within thirty (30) days after written notice from Beneficiary and Grantor diligently, and continually, pursue a cure of the non-monetary default in the sole judgment of Beneficiary; or A. Tenant shall be adjudged (c) Upon the filing of an involuntary bankrupt, petition under the United States Bankruptcy Code or a decree any other national or order approvingstate bankruptcy statutes, as properly filed, a petition now in effect or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, against either Grantor, or under if Grantor shall allow the laws appointment of a receiver, trustee, conservator or liquidator of all or any part of the Trust Property, or if any of the Trust Property be levied upon by virtue of any Stateexecution, attachment, tax levy or other writ, or if liens be filed against the Trust Property which involuntary petition, appointment, levy or filing, as the case may be, shall not be enteredreleased, and any such decree stayed, bonded or judgment insured against in favor of Beneficiary, satisfied or order shall not have been vacated or stayed or set aside within sixty (60) days from after the date occurrence thereof: or (d) Upon the abandonment of all or any material part of the entry or granting thereofTrust Property; or B. Tenant shall file(e) Upon the breach of any material warranty, representation or admit certification given in connection herewith or pursuant to any other Loan Document; or (f) Upon the jurisdiction filing of a petition under Title 11 of the court and the material allegations contained in, any petition in bankruptcy, United States Bankruptcy Code or any petition pursuant other national or purporting to be pursuant to the Federal state bankruptcy laws statute, as now in effect or as hereafter amended, by Grantor or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant if Grantor shall make any an assignment for the benefit of its creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing his or its inability to pay his or its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for five.

Defaults. Tenant further agrees that any one or more of the following events shall be considered Events of Default as said term is used herein, that is to say, if: A. Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, ; or G. Tenant shall abandon the Premises during the Term hereofhereof and fail to pay Rent; or H. Tenant shall default in fail to make any payment of Rent required to be made by Tenant hereunder when due as herein provided and such failure shall continue for five (5) days after notice thereof in writing to Tenant; provided, however, that Tenant shall be entitled to only one (1) such notice during each twelve (12) month period of the Term; or I. Tenant shall fail to secure insurance or to provide evidence of insurance as set forth in Section 10 of this Sublease or shall default with respect to lien claims as set forth in Section 19 of this Sublease and either such default shall continue for fivefive (5) days after notice thereof in writing to Tenant; or J. Tenant shall, by its act or omission to act, cause a default under the Prime Lease and such default shall not be cured within the time, if any permitted for such cure under the Prime Lease; or K. Tenant shall default in any of the other covenants and agreements herein contained to be kept, observed and performed by Tenant, and such default shall continue for thirty (30) days after notice thereof in writing to Tenant.

Defaults. Tenant further agrees that The occurrence of any one or more of the following events shall be considered Events of Default as said term is used herein, that is to say, ifconstitute a default -------- hereunder: A. (1) If Tenant shall be adjudged an involuntary bankruptdefaults in the payment of Rent (whether Base Rent, Operating Cost Share Rent, Tax Share Rent, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcyAdditional Rent), or any petition pursuant or purporting other sum required to be pursuant paid by this Lease; provided, however, that Landlord shall not be entitled to exercise its remedies set forth herein or at law or in equity with respect to such default, unless such default is not remedied within five (5) days after written notice thereof by Landlord to Tenant; (2) If Tenant defaults in the Federal bankruptcy laws now prompt and full performance or hereafter amendedobservance of any term, covenant, agreement or provision of this Lease (except those specified in Subsections (1), (3), (4), (5), (6), (7), (8) and (9) of this Section 11A); provided, however, that Landlord shall not be entitled to exercise its remedies set forth herein or at law or in equity with respect to such default, (i) if such default is remedied within thirty (30) days after written notice thereof by the Landlord, or (ii) with respect to a default which cannot reasonably be cured within thirty (30) days, if Tenant immediately commences to cure and diligently proceeds to complete the cure of such default within a reasonable time period which shall institute any proceedings for relief in no event extend beyond ninety (90) days after Tenant receives written notice of such default. (3) If Tenant abandons the Premises during the term hereof; (4) If the leasehold interest of Tenant is levied upon under any bankruptcy execution or insolvency laws is attached under process of law, which levy or any laws relating to the relief attachment continues for a period of debtors, readjustment of indebtedness, reorganization, arrangements, composition thirty (30) days; (5) If Tenant becomes insolvent or extension; or C. Tenant shall make any assignment for the benefit of creditors bankrupt or shall apply for generally not pay its debts as they become due or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts or shall make a general assignment for the benefit of creditors; (6) If Tenant shall commence any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property; (7) If Tenant shall take any corporate or other action to authorize any of the actions set forth above in Subsections (5) and (6) of this Section 11A; (8) If any case, proceeding or other action against Tenant shall be commenced seeking to have an order for relief entered against it as they become duedebtor, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property, and such case, proceeding or other action (i) results in the entry of an order for relief against it which is not fully stayed within seven (7) business days after the entry thereof or (ii) remains undismissed for a period of thirty (30) days; (9) If Tenant does any act or any other circumstance occurs in violation of the provisions of Sections 14.G. and 16; or E. The Premises are levied on (10) If Tenant defaults under any other lease, other than this Lease, made by the Tenant for any revenue officer or similar officer; or F. A decree or order appointing a receiver demised premises in the Building after the making of this Lease, the same shall empower Landlord, at Landlord's sole option, to deem such default of the property other lease a default of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fivethis Lease.

Defaults. Tenant further agrees that any one or more of the The following events shall be considered constitute Events of Default as said term hereunder: (a) Failure by the Tenant to pay Base Rent, Expense Charges, additional rent or other monetary amounts due from Tenant under this Lease within seven (7) business days after notice from Landlord that such payment is used past due; (b) Failure by Tenant in the observance or performance of any of the other terms, covenants, agreements or conditions contained herein or in the rules and regulations incorporated herein, that is to say, if: A. and Tenant shall not have cured such failure within thirty (30) days after notice to the Tenant of such failure; or if such failure cannot reasonably be adjudged an involuntary bankruptcured within such thirty (30) day period, Tenant shall not have commenced to cure within such thirty (30) day period and thereafter diligently continued to effect such cure to completion. (c) Filing by Tenant or any guarantor or surety with respect to this Lease (a “Guarantor”) of a voluntary petition in bankruptcy or a decree or order approving, as properly filed, a voluntary petition or answer filed against Tenant asking reorganization seeking reorganization, arrangement, readjustment of Tenant its debts or for any other relief under the Federal bankruptcy laws Bankruptcy Code, as now or hereafter amended, or under the laws of any Stateother insolvency act or law, shall be enteredstate or federal, and any such decree now or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall filehereafter existing, or admit the jurisdiction any action by Tenant or any Guarantor indicating its consent to, approval of the court and the material allegations contained or acquiescence in, any such petition in bankruptcy, or proceeding; the application by Tenant or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply Guarantor for or consent to the appointment by consent or acquiescence of a receiver for or trustee of Tenant or any Guarantor or for all or a substantial part of its property; the property making by Tenant or any Guarantor of Tenant; or D. Tenant shall admit in writing any admission of its inability to pay its debts as they become due; ormature; E. The Premises are levied on by (d) Filing of any revenue officer involuntary petition against Tenant or similar officer; or F. A decree any Guarantor in bankruptcy or order appointing seeking reorganization, arrangement, readjustment of its debts or for any other relief under the Federal Bankruptcy Code, as amended, or under any other insolvency act or law, state or federal, now or hereafter existing, or the involuntary appointment of a receiver or trustee of Tenant or any Guarantor or for all or a substantial part of its property; or the issuance of attachment, execution or other similar process against any substantial part of the property of Tenant or any Guarantor; and the continuation of any of such filings or proceedings for a period of thirty (30) days undismissed, unbonded or otherwise undischarged; (e) Insolvency of Tenant or any Guarantor or the withdrawal or revocation of any guaranty or suretyship agreement regarding this Lease; (f) Failure by Tenant to deliver to Landlord any requested estoppel certificate or Subordination, Non-Disturbance and Attornment Agreement within the time periods required by Section 31 and Section 14, respectively, hereof; (g) Tenant shall do or permit to be done any act which results in a lien being filed against the Premises, the Building or the Land, and such lien is not released or otherwise bonded off by Tenant within ten (10) days after the date Tenant actually learns of the filing thereof; or (h) Tenant assigns or sublets all or a portion of the Premises in contravention of the provisions of Section 13 of this Lease. (i) Breach of the requirements of Section 7(b), 7(c), 7(d) or 7(e) and such breach shall continue for five (5) business days after notice from Landlord to Tenant. Upon the occurrence or existence of any Event of Default, Landlord shall have the option, but not the obligation, to exercise any or all of the following remedies, without notice or demand: (1) Terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord, but if Tenant shall fail to do so, Landlord may, without further notice and without prejudice to any other remedy Landlord may have for possession or arrearage in rent or damages for breach of contract, enter upon the Premises and expel or remove Tenant and its effects; and Tenant shall and hereby agrees to indemnify, defend and hold and save Landlord harmless from and against any and all loss, cost, damage, expense or liability (including, without limitation, court costs and attorneys’ fees) ever suffered or incurred by Landlord as a result of such termination of the Lease, whether through inability to relet the Premises, or through a decrease in rent, or otherwise. Tenant acknowledges and agrees that such damages may include, but shall not be limited to the unamortized costs expended by Landlord in constructing improvements to the Premises as well as the unamortized brokerage commissions paid by Landlord in connection with this Lease. This provision shall survive any termination of the Lease. (2) With or without terminating the Lease, enter the Premises as the agent of Tenant on Tenant’s account and relet the Premises as the agent of Tenant, and receive the rent therefor, and Tenant shall pay the Landlord any deficiency that may arise by reason of such reletting, on demand at any time and from time to time at the office of Landlord and Tenant shall reimburse Landlord upon demand for any expenses incurred by Landlord to remodel or repair the Premises in order to relet the Premises and for all other reasonable expenses incurred in connection with such reletting. Any such reletting shall be made for the benefit of Tenant and such decree does not relieve Tenant of its obligations under this Lease whether or order not notice of the reletting is given to Tenant. Landlord shall not have been vacatedbe liable for any failure to relet the Premises in whole or in part, stayed or set aside within sixty nor for any failure to collect any rent due from any such reletting; rather, Tenant shall remain liable for all rent and for all such expenses. It is hereby agreed that the above may be done without effecting a surrender of the Premises; (603) days from Refuse to accept a surrender of the date of entry or granting thereofPremises in which event Landlord may allow the Premises to remain idle and hold Tenant liable for rent, or, in the alternative, Landlord may sue for breach of contract before the expiration of the Lease Term; G. (4) Commence dispossessory proceedings with or without the termination of this Lease; (5) At its option, declare the entire amount of Base Rental which would become due and payable during the remainder of the Lease Term immediately due and payable. In such event, Tenant shall abandon pay to Landlord the present value (discounted at a rate of ten percent (10%) per annum) of the excess, if any, of (i) the Base Rental to be paid by Tenant for the remainder of the Lease Term over (ii) the aggregate reasonable fair market rental value of the Premises during the remainder of the Lease Term hereoftaking into account the future market conditions for the Premises and the probability of reletting the Premises for all or part of the remaining Lease Term. The payment of the foregoing amounts shall not constitute payment of Base Rental in advance for the remainder of the Lease Term. Instead, such sums shall be paid as agreed liquidated damages and not as a penalty, the parties hereby agreeing that it is difficult or impossible to calculate the damages which Landlord will suffer as a result of Xxxxxx’s default and that this provision is intended to provide a reasonable pre-estimate of such damages. If Landlord exercises the election set out in this subparagraph, Tenant hereby waives any right to assert that Xxxxxxxx’s actual damages are less than the amount calculated hereunder and Landlord waives any right to assert that Xxxxxxxx’s actual damages are greater than the amount calculated hereunder; (6) Commence proceedings against Tenant for all amounts owed by Tenant to Landlord, whether as Base Rental, additional rent, damages or otherwise; (7) Enter upon and take possession of the Premises, without being liable for prosecution of any claim for damages or for trespass or other tort; (8) Do or cause to be done whatever Tenant is obligated to do under the terms of this Lease, in which case Xxxxxx agrees to reimburse Landlord on demand for any and all costs or expenses which Landlord may thereby incur. Tenant agrees that Landlord shall not be liable for any damages resulting to Tenant from effecting compliance with Xxxxxx’s obligations under this paragraph, whether caused by the negligence of Landlord or otherwise; orand H. Tenant shall (9) Enforce the performance of Tenant’s obligations hereunder by injunction or other equitable relief (which remedy may be exercised upon any breach or default or any threatened breach or default of Tenant’s obligations hereunder). The remedies provided for in this Lease are in addition to any other remedies available to Landlord at law or in equity by statute or otherwise. All remedies provided in this Lease are cumulative and may be exercised alternatively, successively or in any payment other manner. The exercise by Landlord of Rent required any one or more of the rights and remedies provided in this Lease shall not prevent the subsequent exercise by Landlord of any one or more of the other rights and remedies herein provided. Failure of Landlord to declare an event of default immediately upon its occurrence, or delay in taking any action in connection with an event of default, shall not constitute a waiver of the default, but Landlord shall have the right to declare the default at any time and take such action as is lawful or authorized under this Lease. Tenant acknowledges and agrees that Landlord shall have no duty to mitigate Landlord’s damages resulting from a default by Tenant hereunder. Xxxxxx acknowledges and agrees that the Premises are to be made used for commercial purposes only. To the extent allowable by Tenant law, Tenant’s obligations to pay Rental hereunder when due as herein provided and shall survive the expiration or earlier termination of this Lease for a period of not more than five (5) years following such default shall continue for fiveexpiration or termination.

Defaults. Tenant further agrees that any one or more Each of the following events occurrences shall be considered Events of Default as said term is used herein, that is to say, ifconstitute a “Default” by Tenant: A. If Tenant fails to pay any installment of Rent when the same shall become due and payable, and such failure shall continue for five (5) business days after written notice of such failure. B. If any execution, levy, attachment or other process of law occurs upon Tenant’s interest in the Premises, and Tenant fails to discharge or bond-off the same within fifteen (15) days after receiving notice thereof (from Landlord or otherwise). C. If a mechanic’s lien is filed against the Premises or the Project as a result of any services or labor provided, or materials furnished, on Tenant’s behalf, and Tenant fails to timely cause such lien to be discharged, or bond such lien or post such security, as is required by Section 10.02. D. If Tenant violates the sublease or assignment provisions set forth in Article XVI hereof. E. If Tenant fails to maintain in force all policies of insurance required by this Lease, and the same is not cured within five (5) business days of Tenant’s receipt of notice thereof. F. If Tenant fails to provide Landlord with the financial statements or the estoppel certificates within the time periods referenced in Sections 23.16 and 23.17 hereof, respectively, and the same is not cured within five (5) business days of Tenant’s receipt of notice thereof. G. Subject to the terms of the Bankruptcy Code, if (i) Tenant, Tenant’s guarantor or any permitted assignee or sublessee, shall (a) make an assignment for the benefit of creditors, (b) file or acquiesce in a petition in any court (whether or not pursuant to any statute of the United States or of any state) in any bankruptcy, reorganization or insolvency proceedings, or (c) make an application in any such proceedings for or acquiesce in the appointment of a trustee or receiver for it or all or any portion of its property; or (ii) any petition shall be adjudged an involuntary filed against Tenant, Tenant’s guarantor or any permitted assignee or sublessee, in any bankruptcy, reorganization or insolvency proceedings and (x) Tenant, Tenant’s guarantor or any permitted assignee or sublessee shall thereafter be adjudicated bankrupt, or a decree or order approving, as properly filed, a (y) such petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amendedshall be approved by any such court, or under the laws of any State(z) such proceedings shall not be dismissed, discontinued or vacated within sixty (60) days after such petition is filed; or (iii) a receiver or trustee shall be enteredappointed for Tenant, Tenant’s guarantor or a permitted assignee or sublessee, for all or any portion of their property, and any such decree receivership or judgment or order trusteeship shall not have been vacated or stayed or be set aside within sixty (60) days after such appointment. H. If Tenant fails to perform or observe any other term of this Lease which is not specifically referred to in this Section 18.01, and such failure continues for more than thirty (30) days after written notice from Landlord, except that such thirty (30) day period shall be extended for such additional period of time as may reasonably be necessary to cure such default, if such default, by its nature, cannot be cured within such thirty (30) day period, provided that Tenant commences to cure such default within such thirty (30) day period and is at all times thereafter in the date process of diligently curing the entry or granting thereof; or B. Tenant shall filesame, or admit and does in fact cure such default prior to the jurisdiction of time that a failure to cure could cause the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting Landlord to be pursuant subject to prosecution for violation of any law, rule, ordinance or regulation or could cause a default under any mortgage, lease or other agreement applicable to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fiveProject.

Defaults. Tenant further agrees that The occurrence of any one or more of the following events shall constitute a default hereunder by Tenant ("DEFAULT"): (i) The vacation or abandonment of the Premises by Tenant or failure to continuously operate the Club in accordance with Article 8 hereof where Tenant has failed to cure such vacation, abandonment or failure to 12 operate within fifteen (15) days following notice from Landlord to Tenant of the need for such cure (which time period is subject to extension for actual delays resulting from an event of Force Majeure, and Tenant shall provide reasonable notification thereof to Landlord), it being understood and agreed however, that cessation of operations of business from the Premises from time to time for the purpose of remodeling the Premises or making alterations, additions or improvements to the Property (collectively "TEMPORARY CLOSURES") shall not be considered Events vacation or abandonment of Default as said term is used herein, the Premises provided and on condition that is to say, if: A. (1) Tenant shall be adjudged use commercially reasonable efforts to complete any and all such work, from time to time, in an involuntary bankruptexpeditious and non-disruptive manner, or a decree or order approving, as properly filed, a petition or answer filed against (2) Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws shall have given Landlord at least one hundred twenty (120) days prior written notice of any State, shall be enteredsuch Temporary Closure (except with respect to an event of Force Majeure, and Tenant shall provide reasonable notification thereof to Landlord), (3) any such decree or judgment or order Temporary Closure shall not have been vacated or stayed or set aside within sixty exceed ninety (6090) days in the aggregate (which time period is subject to extension for actual delays resulting from an event of Force Majeure, and Tenant shall provide reasonable notification thereof to Landlord), (4) Tenant shall reasonably cooperate with Landlord in order that any such Temporary Closure shall not unreasonably disturb the date normal operations of the entry or granting thereof; or B. Primary Hotel and (5) Tenant shall filereasonably cooperate with Landlord in order to provide a temporary means to accommodate the Primary Hotel Guests during any Temporary Closure, or admit such as the jurisdiction temporary relocation of a reasonable (ii) Subject to Temporary Closures as provided in Section 23.1(i) hereof and events of Force Majeure, the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting failure by Tenant to be pursuant permit Primary Hotel Guests to have access to the Federal bankruptcy laws now or hereafter amendedClub to use the facilities therein subject to and in accordance with the provisions of Section 4.2 of this Lease, or where such failure shall continue for a period of five (5) business days following notice thereof from Landlord to Tenant; (iii) The failure by Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent or any other payment required to be made by Tenant hereunder when due as herein provided and (including the Work Letter), where such default failure shall continue for fivea period of ten (10) business days following notice from Landlord to Tenant that such payment is due; provided, however, Tenant shall be entitled to such notice and opportunity to cure on only two (2) occasions during any Lease Year; (iv) Other than as expressly specified in Sections 23.1(i), (ii), (iii), (v) or (vi) hereof or Section 15.10 of the First Supplemental Agreement of Lease (a) The making by Tenant of any general assignment for the benefit of creditors; (b) the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy unless, in the case of a petition filed against Tenant the same is dismissed within one hundred twenty (120) days; (c) the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within one hundred twenty (120) days; or (d) the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where such seizure is not discharged within 120 days; or

Defaults. Tenant further agrees that The occurrence of any one or more of the following events shall be considered Events of Default as said term is used herein, that is to say, ifconstitute a default ("Default") hereunder: A. (a) if Tenant defaults in the payment of rent (whether Base Rent or Additional Rent) or any other sum required to be paid pursuant to this Lease and if the default is not remedied within five (5) days after written notice thereof by Landlord to Tenant which notice shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be enteredsatisfy, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from be in addition to, the date notice requirement in Section 791 of the entry or granting thereofCalifornia Civil Code; or B. (b) if Tenant defaults in the prompt and full performance of any term, covenant or provisions of this Lease (except the other subparagraphs of this Section 13.1) and if such default is not remedied within twenty (20) days after notice thereof by the Landlord; provided, however, that if such default is susceptible of being cured but cannot by its nature be cured within twenty (20) days, then Tenant shall file, or admit the jurisdiction of the court have such longer period as is reasonably necessary to cure such default provided Tenant has promptly commenced and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extensionis diligently pursuing such cure; or C. (c) if the leasehold interest of Tenant shall make any assignment is levied upon under execution or is attached under process of law, which levy or attachment continues for the benefit a period of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenantthirty (30) days; or D. (d) if Tenant shall generally not pay its debts as they become due or shall admit in writing its inability to pay its debts as they become dueor shall make a general assignment for the benefit of creditors; or E. The Premises are levied on by (e) if Tenant shall commence any revenue officer case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Tenant or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar officerofficial for Tenant or for all or any substantial part of its property; or F. A decree (f) if any case, proceeding or order appointing a receiver of the property of other action against Tenant shall be made 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 its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for Tenant or for all or any substantial part of its property, and such decree case, proceeding or other action (i) results in the entry of an order shall for relief against Tenant which is not have been vacated, fully stayed within seven (7) days after the entry thereof or set aside within (ii) remains undismissed for a period of sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereofdays; or H. (g) Tenant shall default in any payment fails to comply with the provisions of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fiveSection 9.3 of this Lease.

Defaults. Tenant further agrees that any one or more of the following events shall be considered Events events of Default default as said term is used herein, that is to say, if: A. (a) Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. (b) Tenant shall file, file or admit the jurisdiction of the court and the material allegations contained in, in any petition in bankruptcy, bankruptcy or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings or shall give its consent to the institution of any proceedings for any relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. (c) Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. (d) The Leased Premises are levied on upon by any revenue officer or similar officer; or F. (e) A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, ; or G. (f) Tenant shall vacate the Leased Premises or abandon the Premises same during the Term term hereof; or H. (g) Tenant shall default in any payment of Rent rent or other charge required to be made paid by Tenant hereunder when due as herein provided and such default shall continue for fivefive (5) days after notice thereof in writing to Tenant; or (h) If Tenant shall fail to contest the validity of any lien or claimed lien and give security to Landlord to insure payment thereof, or having commenced to contest the same and having given such security, shall fail to prosecute such contest with diligence, or shall fail to have the same released and satisfy any judgment rendered thereon, and such default continues for five (5) days after notice thereof in writing to Tenant; or (i) Tenant shall default in keeping, observing or performing any of the other covenants or agreements herein contained to be kept, observed and performed by Tenant, and such defaults shall continue to thirty (30) days after notice thereof in writing to Tenant; or (j) Tenant shall repeatedly be late in the payment of rent or other charges required to be paid hereunder or shall repeatedly default in the keeping, observing, or performing of any other covenants or agreements herein contained to be kept, observed or performed by Tenant (provided notice of such payment or other defaults shall have been given to Tenant, but whether or not Tenant shall have timely cured any such payment or other defaults of which notice was given). Upon the occurrence of any one or more of such events of default, Landlord may terminate this Lease. Upon termination of this Lease, Landlord may re-enter the Leased Premises with or without process of law using such force as may be necessary, and remove all persons, fixtures and chattels therefrom, and Landlord shall not be liable for any damages resulting therefrom. Such re-entry and repossession shall not work a forfeiture of the rents or other charges to be paid and covenants to be performed by Tenant during the full term of this Lease. Upon such repossession of the Leased Premises, Landlord shall be entitled to recover as liquidated damages and not as a penalty a sum of money equal to the value of the rent and other sums provided herein to be paid by Tenant to Landlord for the remainder of the Lease term, less the fair rental value of the Leased Premises for said period. Upon the happening of any one or more of the above-mentioned events Landlord may repossess the Leased Premises by forcible entry or detainer suit, or otherwise, without demand or notice of any kind to Tenant (except as hereinabove provided for) and without terminating this Lease, in which event Landlord may but shall be under no obligation so to do, relet all or any part of the Leased Premises for such rent and upon such terms as shall be satisfactory to Landlord (including the right to relet the Leased Premises for a term greater or lesser than that remaining under the Lease term, and the right to relet the Leased Premises as a part of a larger area, and the right to change the character or use made of the Leased Premises). For the purpose of such reletting, Landlord may decorate or make any repairs, changes, alterations or additions in or to the Leased Premises that may be necessary or convenient. If Landlord does not relet the Leased Premises, Tenant shall pay to Landlord on demand as liquidated damages and not as a penalty a sum equal to the amount of the rent, and other sums provided herein to be paid by Tenant for the remainder of the Lease term. If the Leased Premises are relet and sufficient sum shall not be realized from such reletting after paying all of the expenses of such decorations, repairs, changes, alterations, additions, reletting and the collection of the rent accruing therefrom (including, but not by way of limitation, attorneys' fees and brokers' commissions), to satisfy the rent and other charges herein provided to be paid for the remainder of the Lease term, Tenant shall pay to Landlord on demand any deficiency and Tenant agrees that Landlord may file suit to recover any sums falling due under the terms of this Section from time to time. If default shall be made in any covenant, agreement, condition or undertaking herein contained to be kept, observed and performed by Tenant, other than the making of any payments as herein provided, which cannot with due diligence be cured within a period of thirty (30) days, and if notice thereof in writing shall have been given to Tenant, and if Tenant, prior to the expiration of thirty (30) days from and after the giving of such notice, commences to eliminate the cause of such default and proceeds diligently and with reasonable dispatch to take all steps and do all work required to cure such default and does so cure such default, then Landlord shall not have the right to declare and said term ended by reason of such default or to repossess without terminating the Lease, provided, however, that the curing of any default in such manner shall not be construed to limit or restrict the right of Landlord to declare the said term ended or to repossess without terminating the Lease, and to enforce all of its rights and remedies hereunder for any other default not so cured.

Defaults. The following shall be events of default hereunder: (a) In the event that Rent, additional rent or any other monetary amounts owed by Tenant further agrees that hereunder, are not paid within five (5) days of the date when due; (b) In the event, the Premises are abandoned, deserted or vacated; or (c) In the event, the Tenant fails to comply with a term, provision or covenant of this Lease, or the Tenant violates any rules and regulations now or hereafter established. for the operation of the Building and such failure is not cured within ten (10) days after receipt of notice from Landlord advising Tenant of such default; or (d) To the extent permitted by applicable law, any petition is filed by or against the Tenant under any section or chapter of the Federal Bankruptcy Act as amended; (and with respect to an involuntary petition, Tenant shall not have discharged or caused same to be discharged within thirty (30) days from the date of filing or such petition); or (e) In the event, the Tenant becomes insolvent or makes a transfer in fraud of credit; or (f) In the event, the Tenant makes an assignment for the benefit of creditors; or (g) In the event, a. receiver is appointed for a substantial part of all of the assets of the Tenant and said receiver is not discharged within thirty (30) days after the date of appointment thereof; then upon the happening of any of the foregoing events of' default, the Landlord shall have the option to proceed according to one or more of the following events shall be considered Events courses of Default as said term is used herein, that is to say, ifaction: A. (i) Terminate this Lease, in which event the Tenant shall immediately surrender the Premises to the Landlord, but if the Tenant shall fail to do so, the Landlord may, without further notice and without prejudice to any other remedy the Landlord may have for possession or arrearage in rental, enter upon the Premises, refuse to repair and maintain any mechanical or electrical system or disconnect any such services to the Premises and expel or remove the Tenant and its personal property without being liable to prosecution or any claim for damages therefore and without said entry affecting the Landlord's right to thereafter claim and collect all monies owed and to be adjudged an involuntary bankruptowed under this Lease. The Tenant shall indemnify the Landlord for all loss and damage that Landlord may suffer by reason of such termination, whether through inability to relet the Premises, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amendedthrough decrease in rental, or under otherwise; (ii) Declare the laws entire amount of Rent and other sums owed (based on the most recent figures that would become due and payable during the remainder of the Term to be due and payable immediately, in which event the Tenant shall pay the same at once, together with all rent theretofore due. The Landlord and the Tenant agree that such payment shall not constitute a penalty or forfeiture but is payment of liquidated damages. The acceptance of such payment by the Landlord shall not constitute a waiver of any Statefailure of the Tenant to comply with any term, shall be enteredprovision, or covenant of this Lease or any violation of the rules and regulations; (iii) Enter the Premises as the agent of the Tenant without being liable to prosecution or any claim for damages therefore, and relet the Promises as the agent of the Tenant, and receive the rental therefore, and Tenant shall pay to the Landlord, on demand, at the office of the Landlord any deficiency that may arise in the event of such decree reletting; (iv) As agent of the Tenant, do whatever the Tenant is obligated to do by provisions of this Lease and enter the Premises, without being liable to prosecution or judgment or any claims for damage therefore, in order to accomplish this purpose. The Tenant shall reimburse the Landlord immediately upon demand. for any expense that the Landlord may incur in effecting compliance with this Lease on behalf of the Tenant, and the Tenant further agrees that the Landlord shall not have been vacated be liable for any injury to person or stayed or set aside within sixty damage to property resulting from such action; and (60v) days from Pursuit by the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court Landlord and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property foregoing causes of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order action shall not have been vacated, stayed constitute an election of remedies nor shall it preclude the pursuit of any other course of action herein provided or set aside within sixty (60) days from any other remedies provided bylaw. No termination of this lease by lapse of time or otherwise shall affect the date of entry Landlord's right to collect Rent for a period prior to the termination hereof. No action or granting thereof, or G. Tenant shall abandon thing done by the Premises Landlord or its employee and agents during the Term hereof; orshall be deemed an acceptance or surrender of the Premises, nor a. constructive eviction, and no agreement to accept a surrender of the Premises shall be valid, unless the same shall be in writing and signed by the Landlord. H. (h) It shall `be considered a default of this Lease if Tenant shall default fails to supervise or instruct its employees to conduct themselves in a business like manner when in any payment of Rent required to be made common areas inside or outside the building as defined by Tenant hereunder when due as herein provided and such default shall continue for fivethe Landlord.

Defaults. Tenant further agrees that The occurrence of any one or more of the following events shall be considered Events constitute a default and breach of Default as said term is used herein, that is to say, ifthis Lease by Tenant: A. (a) The failure by Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent rent or any other payment required to be made by Tenant hereunder under this Lease, as and when due as herein provided and due, where such default failure shall continue for fivea period of three days after written notice from Landlord to Tenant. (b) The failure by Tenant to observe or perform any of the covenants, conditions, or provisions of this Lease to be observed or performed by Tenant, other than described in Article 14.1(a), where such failure shall continue for a period of 30 days after written notice of such failure from Landlord to Tenant; provided, however, that if the nature of Tenant's default is such that more than 30 days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commenced such cure within said 30 day period and diligently prosecutes such cure to completion. (i) The making by Tenant of any general assignment, or general arrangement for the benefit of creditors; (ii) to the extent permitted by bankruptcy law, the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within 30 days; or (iv) the attachment, execution, or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where such seizure is not discharged within 30 days. (d) Landlord may lock Tenant out of the Premises in accordance with Article 16.24, and all other applicable laws, including, without limitation, Section 92.008 of the Texas Property Code, as amended from time to time. (e) [INTENTIONALLY OMMITTED] (f) Pursuit of any of the remedies set forth above shall not preclude pursuit of any other remedies set forth in the Lease, or any other remedies provided by law, nor shall pursuit of any remedy provided in this Lease constitute a forfeiture or waiver of any rent due to Landlord, or any damages accruing to Landlord by reason of the violation of any of the terms, conditions, and covenants contained in this Lease.

Defaults. Tenant further agrees that The occurrence of any one or more of the following events shall be considered Events constitute an "Event of Default Default" under this Lease: 17.1.1 Tenant does not pay in full when due any installment of Rent or any other charge or payment whether or not herein included as said term Rent, and such failure to pay is used hereinnot cured within ten (10) days following Tenant's receipt of notice from Landlord thereof (it being agreed that Landlord's xxxx for Rent sent in the ordinary course of business shall not constitute notice for purposes of this subsection); provided, however, that is Landlord shall only be obligated to saygive Tenant notice of failure to pay Rent two (2) times during any twelve (12) consecutive calendar months. Thereafter, if: A. for the duration of such twelve (12) calendar months, Tenant shall be adjudged in default upon Tenant's failure to pay in full, within ten (10) days after due, any installment of Rent, without benefit of such notice. 17.1.2 Tenant violates or fails to perform or otherwise breaks any covenant, agreement or condition contained in this Lease, other than those specifically addressed elsewhere in this Section 17.1, or any other obligation of Tenant to Landlord, and such violation or failure continues for thirty (30) days after receipt of notice thereof from Landlord, provided that if such violation or failure is not susceptible of being cured or corrected within the aforesaid thirty (30) day period, then if Tenant shall have commenced such cure within the aforesaid thirty (30) day period and diligently and continuously prosecutes same to completion, Tenant shall have such additional time as Tenant may reasonably require to complete such cure, unless, Landlord reasonably determines that such additional time would materially jeopardize the Premises, the Property or any tenants of the Building, in which event Landlord may require Tenant to complete such cure within the aforesaid thirty (30) day period. 17.1.3 Tenant does not occupy the Premises within sixty (60) days after the Lease Commencement Date. 17.1.4 Tenant removes or attempts to remove Tenant's property from the Premises other than in the ordinary course of business or upon termination of this Lease, without having first paid to Landlord in full all Rent and any other charges that may have become due; provided however, that so long as Tenant is current in its obligations to pay Rent and other charges that may be due, such removal or attempt to remove shall not constitute an Event of Default. 17.1.5 Tenant becomes the subject of commencement of an involuntary bankruptcase under the federal bankruptcy law as now or hereafter constituted, or a decree or order approving, as properly filed, there is filed a petition or answer filed against Tenant asking reorganization seeking reorganization, arrangement, adjustment or composition of or in respect of Tenant under the Federal federal bankruptcy law as now or hereafter constituted, or under any other applicable federal or state bankruptcy, insolvency, reorganization or other similar law, or seeking the appointment of a receiver, liquidator or assignee, custodian, trustee, sequestrator (or similar official) of Tenant or any substantial part of the property of either Tenant or seeking the winding-up or liquidation of its affairs and such involuntary case or petition is not stayed or dismissed within sixty (60) days after the filing thereof, or if Tenant commences a voluntary case or institutes proceedings to be adjudicated a bankrupt or insolvent, or consents to the institution of bankruptcy or insolvency proceedings against it, under the federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcyconstituted, or any petition pursuant other applicable federal or purporting to be pursuant state bankruptcy, reorganization or insolvency or other similar law, or consents to the Federal bankruptcy laws now appointment of or hereafter amendedtaking possession by a receiver or liquidator or assignee, trustee, custodian, sequestrator (or other similar official) of Tenant or of any substantial part of its property, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make makes any assignment for the benefit of creditors creditors, or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit admits in writing its inability to pay its debts generally as they become due; or, or fails to generally pay its debts as they become due, or if Tenant takes any action in contemplation of any of the foregoing. E. The Premises are levied on by 17.1.6 Any guarantor of Tenant hereunder becomes the subject of commencement of an involuntary case under the federal bankruptcy law as now or hereafter constituted, or there is filed a petition against any revenue officer guarantor of Tenant hereunder seeking reorganization, arrangement, adjustment or composition of or in respect of any guarantor of Tenant hereunder under the federal bankruptcy law as now or hereafter constituted, or under any other applicable federal or state bankruptcy, insolvency, reorganization or other similar law, or seeking the appointment of a receiver, liquidator or assignee, custodian, trustee, sequestrator (or similar officer; or F. A decree official) of any guarantor of Tenant hereunder or order appointing a receiver any substantial part of the property of any guarantor of Tenant shall be made hereunder, or seeking the winding-up or liquidation of its affairs and such decree involuntary case or order shall petition is not have been vacated, stayed or set aside dismissed within sixty (60) days from after the date of entry or granting filing thereof, or G. or if any guarantor of Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required hereunder commences a voluntary case or institutes proceedings to be made adjudicated a bankrupt or insolvent, or consents to the institution of bankruptcy or insolvency proceedings against it, under the federal bankruptcy laws as now or hereafter constituted, or any other applicable federal or state bankruptcy, reorganization or insolvency or other similar law, or consents to the appointment of or taking possession by a receiver or liquidator or assignee, trustee, custodian, sequestrator (or other similar official) of any guarantor of Tenant hereunder when due or of any substantial part of its property, or makes any assignment for the benefit of creditors, or admits in writing its inability to pay its debts generally as herein provided and such default shall continue they become due, or fails to generally pay its debts as they become due, or if any guarantor of Tenant hereunder takes any action in contemplation of any of the foregoing. 17.1.7 Tenant fails to deliver a requested estoppel statement within the time period required following Landlord's second request for fivesame pursuant to Section 26.2 below. 17.1.8 Tenant or Subtenant makes an assignment of its rights under this Lease or enters into any sublease (or purports to do so) in violation of the terms of Section 12, above.

Defaults. Tenant further agrees that any one Anyone or more of the following events shall be considered Events of Default as said term is used herein, that is to say, ifdeemed a “Default” or collectively “Defaults”: A. 20.1.1 Tenant shall be adjudged at any time fail to pay punctually and in full any item of Rent within ten (10) business days after written notice of such failure from Landlord. 20.1.2 Tenant shall fail to keep, perform or observe any other covenant, agreement, condition or undertaking hereunder and shall fail to remedy such default within thirty (30) days after written notice thereof has been mailed by Landlord to Tenant; or if such default is one that will take longer than thirty (30) days to remedy, Tenant fails to commence curing such default within thirty (30) days and/or fails diligently to pursue such cure to completion. 20.1.3 If either (a) a proceeding is commenced on a petition for relief filed by or against Tenant (as debtor) under any debtor relief law, which is not vacated, stayed or dismissed within thirty (30) days thereafter; or (b) Tenant should seek or consent to an involuntary bankruptacquiescence in the appointment of any trustee, receiver or a decree or order approvingliquidator of Tenant, as properly filedto any substantial portion of its assets or of the business conducted by Tenant in the Premises; or (c) within sixty (60) days after the appointment of any trustee, a petition receiver or answer filed against Tenant asking reorganization liquidator of Tenant under or of the Federal bankruptcy laws as now or hereafter amendedbusiness conducted by Tenant at the Premises, or under the laws of any State, shall be entered, and any such decree or judgment or order appointment shall not have been vacated or stayed on appeal; or set aside within sixty (60d) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any an assignment for the benefit of creditors creditors: or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. (e) Tenant shall admit in writing its inability to pay its debts generally as they become due; oror (f) Tenant shall become insolvent (as defined in the Georgia Uniform Commercial Code). E. The Premises are levied on by 20.1.4 If Tenant is in Default in the payment of Rent more than seven (7) times in any revenue officer or similar officer; or F. A decree or order appointing a receiver twelve (12) month period cumulatively under this Lease, the Lease Agreement dated July 2, 2008, between Atlantic Paper & Foil Corp. of NY. and Cellu Tissue – Happauge, LLC (the property “Hauppauge Lease”) and the the Lease Agreement dated July 2, 2008, between Atlantic Long Island Properties, Inc. and Cellu Tissue – Happauge, LLC (the “Xxxxxx Lease”), then, upon the eighth such Default in the payment of Rent, Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required considered to be made in Default under this Lease, the Hauppauge Lease and the Xxxxxx Lease; provided that, all references to the Hauppauge Lease and/or the Xxxxxx Lease, as the case may be, in this Article shall be deleted if such property(ies) is/are no longer eased by Tenant hereunder when due as herein provided and Cellu Tissue – Thomaston, LLC. (or its affiliated entities) from Atlantic Lakeside Properties LLC (or its affiliated entities). For purposes of this Lease, “affiliate” means with respect to any person or entity, any other person or entity controlling or controlled by or under common control with such default shall continue for fiveperson or entity.

Defaults. Tenant further agrees that any one or more of the following events shall be considered Events events of Default default as said term is used herein, that is to say, if: A. (a) Tenant shall be adjudged an involuntary bankrupt, or a decree or order rider approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any Statestate, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. (b) Tenant shall file, file or admit the jurisdiction of the court and the material allegations contained in, in any petition in bankruptcy, bankruptcy or any petition pursuant to or purporting to be pursuant to the Federal bankruptcy laws as now or hereafter amended, or Tenant shall institute any proceeding or shall give its consent to the institution of any proceedings for any relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. (c) Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. (d) The Leased Premises are levied on upon by any revenue officer or similar officerofficer on account of the actions of Tenant; or F. (e) A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed vacated or set aside within sixty (60) days from the date of entry or granting thereof, or; G. (f) Tenant shall abandon the Leased Premises during the Term term hereof; or H. (g) Tenant shall default in any payment of Rent rent or in any other payment required to be made by Tenant hereunder when due as herein provided (all of which other payments shall be deemed "additional rent" payable hereunder), or shall default under Sections 6.1 or 6.2 hereof, and any such default shall continue for five (5) business days after notice thereof in writing to Tenant; or (h) Tenant shall fail to contest the validity of any lien or claimed lien and give security to Landlord to assure payment thereof, or, having commenced to contest the same and having given such security, shall fail to prosecute such contest with diligence, or shall fail to have the same released and satisfy any judgment rendered thereon, and such default continues for ten (10) days after notice thereof in writing to Tenant; or (i) Tenant shall default in keeping, observing or performing any of the other covenants or agreements herein contained to be kept, observed and performed by Tenant, and such default shall continue for fivethirty (30) days after notice thereof in writing to Tenant; or (j) Tenant shall default under any agreement with the Columbus Airport Authority, the Federal Aviation Administration, the Ohio Environmental Protection Agency, or with any other governmental entity. (k) Tenant shall violate any provision of the Declaration of Restrictions and Easements.

Defaults. Tenant further agrees that The occurrence of any one or more of the following events shall be considered Events constitute a default and breach of Default as said term is used herein, that is to say, ifthis Lease by Tenant: A. Tenant shall be adjudged an involuntary bankrupt, 14.1.1 The vacation or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date abandonment of the entry or granting thereof; orPremises by Tenant. B. 14.1.2 The failure by Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder hereunder, as and when due as herein provided and where such default failure shall continue for fivea period of three (3) days after written notice thereof from Landlord to Tenant. 14.1.3 The failure by Tenant to observe or perform any of the provisions of this Lease (other than the payment of money) to be observed or performed by Tenant where such failure shall continue for a period of ten (10) days after written notice thereof from Landlord to Tenant; provided, however, that if the nature of Tenant's default is such that more than thirty (30) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commenced such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion. 14.1.4 The making by Tenant or any guarantor of Tenant of any general assignment, or general assignment for the benefit of creditors; (ii) the filing by or against Tenant or any guarantor of Tenant of a petition to have Tenant adjudged a bankrupt or petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same is dismissed within sixty (60) days; (iii) the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within ten (10) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where such seizure is not discharged within ten (10) days.

Defaults. Tenant further agrees that any one or more of the following events shall be considered Events events of Default default as said term is used herein, that is to say, if: A. (a) Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any Statestate, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. (b) Tenant shall file, file or admit the jurisdiction of the court and the material allegations contained in, in any petition in bankruptcy, bankruptcy or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws as now or hereafter amended, or Tenant shall institute any proceeding or shall give its consent to the institution of any proceedings for any relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of or indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. (c) The Lease Premises are levied on upon by any revenue officer or similar officer; or F. (d) A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed vacated or set aside within sixty (60) days from the date of entry or granting thereof, ; or G. (e) Tenant shall abandon the Leased Premises during the Term hereof; or H. (f) Tenant shall default in any payment of Rent rent or in any other payment required to be made by Tenant hereunder when due as herein provided provided, or shall default under Sections 6.0 or 6.1 hereof, and any such default shall continue for five (5) days after notice thereof in writing to Tenant; or (g) Tenant shall fail to contest the validity of any lien or claimed lien caused by Tenant and give security to Landlord to assure payment thereof, or, having commenced to contest the same and having given such security, shall fail to prosecute such contest with diligence, or shall fail to have the same released and satisfy any judgment rendered thereon, and such default continues for ten (10) days after notice thereof in writing to Tenant; or (h) Tenant shall default in keeping, observing or performing any of the other covenants agreements herein contained to be kept, observed and performed by Tenant, and such default shall continue for fivethirty (30) days after notice thereof in writing to Tenant.

Defaults. Tenant further agrees that any one or more Each of the following events shall be considered Events an event of Default as said term is used herein, that is to say, ifdefault under this Lease: A. (a) Intentionally omitted; (b) Tenant shall fail to pay Rent or any other sum payable under this Lease within five (5) days after it is due; provided that the first two (2) such failures during any calendar year during the Lease Term shall not be adjudged an involuntary bankruptevent of default if Tenant pays the amount due within five (5) days after Xxxxxx’s receipt of written notice from Landlord that such payments were not made when due; (c) Tenant shall fail to perform any of Tenant’s other obligations under this Lease and such failure shall continue for a period of fifteen (15) days after notice from Landlord; provided that if more than fifteen (15) days shall be required to complete such performance, Tenant shall not be in default if Tenant shall commence such performance within the fifteen (15) day period and shall thereafter diligently pursue its completion. (d) (i) Tenant shall make a general assignment or a decree or order approving, as properly filed, general arrangement for the benefit of creditors; (ii) a petition for adjudication of bankruptcy or answer for reorganization or rearrangement shall be filed by or against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside be dismissed within sixty (60) days from the date days; (iii) a trustee or receiver shall be appointed to take possession of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property substantially all of Tenant; or D. Tenant shall admit ’s assets located at the Premises or Tenant’s interest in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant this Lease and possession shall be made and such decree subjected to attachment, execution or order other judicial seizure which shall not have been vacated, stayed or set aside be discharged within sixty (60) days. If a court of competent jurisdiction shall determine that any of the acts described in this subsection (d) is not a default under this Lease, and a trustee shall be appointed to take possession (or if Tenant shall remain a debtor in possession) and such trustee or Tenant shall assign, sublease, or transfer Xxxxxx’s interest hereunder, then Landlord shall receive, as Additional Rent, the excess, if any, of the rent (or any other consideration) paid in connection with such assignment, transfer or sublease over the rent payable by Tenant under this Lease. Tenant’s vacation of the Premises shall not constitute an event of default under this Lease. However, in the event Tenant vacates all or substantially all of the Premises for ten (10) or more days other than a vacancy due to a casualty or condemnation or a vacancy for which Tenant is expressly entitled to abatement of Rent under this Lease, (i) Tenant shall provided Landlord at least thirty (30) days prior written notice of Tenant’s intent to vacate, (ii) Tenant shall pay any additional insurance premiums which may result from such vacation, (iii) Tenant shall take such action as Landlord may reasonably request to protect the Premises (including the Building) from vandalism and trespass, and (iv) Tenant shall otherwise continue to observe and perform all of Tenant’s obligations and covenants contained in this Lease, including keeping all Building systems in the Premises operating at levels necessary to prevent damage to the Building or the Building systems, as reasonably determined by Landlord, and if such vacation continues for any period of ninety (90) or more consecutive days (other than a vacancy due to a casualty, condemnation, or a vacancy for which Tenant is expressly entitled to abatement of Rent under this Lease) such vacation shall not be an event of default under this Lease, however, Landlord shall have the right, but not the obligation, to terminate this Lease by delivering written notice of termination to Tenant prior to the date that Tenant occupies or re-occupies all or substantially all of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fivePremises.

Defaults. a. The occurrence of any of the following shall constitute an “Event of Default” under this Lease by Xxxxxx, subject to the cure provisions herein, and provided Landlord uses reasonable, good faith efforts to mitigate its damages: i. The Rent or other sum due under this Lease is not paid when due (hereinafter referred to as a “Monetary Default”); ii. Tenant further agrees that fails to fulfill or perform, or otherwise violates any other material obligation or term of this Lease (hereinafter referred to as a “Nonmonetary Default”). b. Upon the occurrence of an Event of Default, if such Event of Default is not cured within fifteen (15) days for a Monetary Default or thirty (30) days for a Nonmonetary Default, after Xxxxxx’s receipt of written notice of such Event of Default by Landlord to Tenant, Tenant shall be in default under this Lease and Landlord shall have the option to do and perform any one or more of the following events in addition to, and not in limitation of, any other remedy or right permitted by law or in equity, except as set forth herein: i. Landlord may take possession of the Property without advance notice, and without prejudicing Landlord's rights to damages. ii. Landlord may elect to cure any default and the actual and reasonable cost of such action shall be considered Events added to Tenant's financial obligations under this Agreement. iii. Landlord may terminate this Lease upon prior written notice to Tenant prior to the Lease Term and collect rent for the period prior to termination thereof. iv. Xxxxxxxx’s remedies shall be limited solely to an action at law for monetary damages actually suffered, if any. In no event shall Landlord be entitled to restrain or otherwise interfere with the development, production, exhibition, promotion, distribution, advertising, and/or other exploitation of the Program. c. Tenant shall pay all actual reasonable costs, damages, and actual and verifiable expenses directly suffered by Landlord by reason of Tenant's defaults. d. In the event that Landlord fails to perform or violates any obligation or term of this Lease and fails to cure said default within twenty (20) days after written notice of such Event of Default as said term is used hereinby Tenant to Landlord, that is to say, if: A. Landlord shall be in default under this Lease and Tenant shall be adjudged an involuntary bankrupt, have all rights and remedies available at law or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fiveequity.

Defaults. Tenant further agrees that The occurrence of any one or more of the following -------- events shall be considered Events constitute a default and breach of Default as said term is used herein, that is to say, ifthis Lease by Tenant: A. (a) The vacation or abandonment of the Premises by Tenant shall be adjudged an involuntary bankrupt, or for a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization period of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty thirty (6030) days from the date of the entry or granting thereof; ormore. B. (b) The failure by Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent rent or any other payment required to be made by Tenant hereunder hereunder, as and when due as herein provided and due, where such default failure shall continue for fivea period of ten (10) days. (c) The failure by Tenant to observe or perform any of the covenants, conditions, or provisions of this Lease to be observed or performed by Tenant, other than described in Paragraph (b) above, where such failure shall continue for a period of thirty (30) days after written notice thereof from Landlord to Tenant provided, however, that if the nature of Tenant's default is such that more than thirty (30) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commenced such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion. (i) The making by Tenant of any general assignment, or general assignment for the benefit of creditors; (ii) the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt or petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same is dismissed within sixty (60) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within thirty (30) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises AND of Tenant's --- interest in this Lease, where such seizure is not discharged within thirty (30) days.

Defaults. Tenant further agrees a. If a Member does not timely contribute all or any portion of its required Capital Contribution under this Agreement (a "Shortfall"), the Company may exercise, on notice to that any Member (the "Delinquent Member"), one or more of the following events remedies: i. Taking such action (including, without limitation, court proceedings) as the Managers may deem appropriate to obtain payment by the Delinquent Member of the Shortfall, together with interest thereon at the Default Interest Rate (defined herein) from the date that the Shortfall was due until the date that it is made, all at the cost and expense of the Delinquent Member. The Default Interest Rate shall be considered Events a per annum rate equal to the prime interest rate at the largest bank in Nevada, established as provided in NRS 99.040 and as ascertained by the Nevada Commissioner of Default as said term is used hereinFinancial Institutions, that is to say, if: A. Tenant shall be adjudged an involuntary bankrupt, on the January 1 or a decree or order approvingthe July 1, as properly filedthe case may be, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from immediately proceeding the date of the entry foregoing notice to the Delinquent Member plus five (5) percentage points. ii. Permitting the other Members in proportion to their Units, or granting thereofin such other percentages as they may agree (the "Lending Member(s)"), to advance the Shortfall, with the following results. A. The sum advanced constitutes a loan from the Lending Member(s) to the Delinquent Member and a Capital Contribution of that sum to the Company by the Delinquent Member, Any such loan shall not be treated as a loan to the Company and any interest accruing on such loan will not affect the income of the Company. However, if for any reason any such loan is characterized in a manner that is inconsistent with the previous sentence, any tax item attributable to the interest accruing on such loan shall be allocated solely to the Defaulting Member; B. The principal balance of the loan and all accrued unpaid interest thereon is due and payable in whole on the tenth day after written demand therefor by the Lending Member(s) to the Delinquent Member. If the Defaulting Member fails to timely repay such loan together with accrued interest thereon after such written demand, the Units of the Defaulting Member shall be adjusted pursuant to Section 4.3(a)(iii) below; C. The amount lent bears interest at the Default Interest Rate from the day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member(s); D. All distributions from the Company that otherwise would be made to the Delinquent Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member(s) until the loan and all interest accrued on it have been paid in full to the Lending Member(s) (with payments being applied first to accrued and unpaid interest and then to principal), Such payments shall in all other respects be treated as if distributed to the Delinquent Member; E. The payment of the loan and interest accrued on it shall be secured by a security interest in the Delinquent Member's Membership Interest, as set forth in Section 4.3(b); and F. The Lending Member(s) have the right, in addition to the other rights and remedies granted to it pursuant to this Agreement or available to it at law or in equity, to take any action (including, without limitation, court proceedings) that the Lending Member(s) may deem appropriate to obtain payment by the Delinquent Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Delinquent Member. iii. Adjusting the Units held by the Members in a manner that reduces the Defaulting Member's Percentage Interest by the lesser of the following: A. The aggregate amount of capital that would have been required from such Defaulting Member if no default had occurred (less any distributions representing a return of capital), divided by the aggregate amount of capital that would have been required from all Members if no default had occurred (all less any distributions representing a return of capital), multiplied by one hundred (100); or B. Tenant shall file, The product of two (2) times (I) the Shortfall (or admit the jurisdiction amount of the court unpaid loan, including accrued and unpaid interest, in the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be case of an unpaid loan after a demand made pursuant to Section 4.3(a)(ii)(B)); divided by (II) the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute aggregate amount of capital contributed by the Members (less any proceedings for relief distributions representing a return of Tenant under any bankruptcy or insolvency laws or any laws relating to capital); multiplied by (III) one hundred (100); iv. Adjusting the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for Units held by the benefit of creditors or shall apply for or consent to Members in a manner as unanimously agreed upon by the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fiveMembers;

Defaults. Tenant further agrees that The occurrence of any one or more of the following events shall be considered Events constitute a material default and breach of Default as said term is used herein, that is to say, ifthis Lease by Tenant: A. Tenant shall be adjudged an involuntary bankrupt, (a) The vacating or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date abandonment of the entry or granting thereof; orPremises by Tenant. B. (b) The failure by Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent or any other payment required to be made by Tenant hereunder hereunder, as and when due due. Landlord shall not be required to give Tenant notice of Tenant's failure to make such payments, as herein provided and when due. (c) The submission by Tenant to Landlord of Tenant Related Information (Article. 19, "Landlord Reliance on Tenant Related Information") which was false or incomplete in any material respect as of the date of the Lease: (d) The failure by Tenant to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Tenant, other than the defaults described in Sections 14.1(a), 14:1(b) or 14.1 (c), where such default failure shall continue for fivea period of thirty (30) days after written notice hereof from Landlord to Tenant; provided, however, that if the nature of Tenant's default is such that it can be cured and more than thirty (30) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion. (e) The making by Tenant of any general assignment or general arrangement for the benefit of creditors; the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant,, the same is dismissed within sixty (60) days); the appointment of a trustee or receiver to take possession of substantially ail of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within'thirty (30). days; or the attachment,, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or. of Tenant's: interest in this Lease, where such seizure is not discharged within thirty (30) days.

Defaults. Tenant If Subtenant shall (i) fail to pay when due any Rent or other sums due hereunder, or (ii) shall fail to faithfully perform any other obligation under this Sublease, or (iii) any other default under Article 21 of the Prime Lease occurs, then Subtenant shall be in default of this Sublease and, Sublandlord shall have all of the rights and remedies accorded to the Prime Landlord under the Prime Lease. Subtenant further agrees to reimburse Sublandlord for all costs and expenses, including reasonable attorneys' fees, incurred by Sublandlord in asserting its rights hereunder against Subtenant or any other party claiming by, through or under Subtenant. Notwithstanding anything to the contrary contained in the Prime Lease, the time limits (the "NOTICE PERIODS") contained in the Prime Lease for giving of notices, making of demands, curing defaults or performing any act, condition or covenant on the part of "Tenant", thereunder, are changed for the purpose of incorporation herein by reference by shortening the same in each instance by five (5) business days, so that any one in each instance Subtenant shall have five (5) fewer business days to observe or more perform hereunder than Sublandlord has as the "Tenant" under the Prime Lease; provided, however, that if the Prime Lease allows a Notice Period of five (5) business days or less, then Subtenant shall nevertheless be allowed the number of days equal to one-half of the following events number of days in each Notice Period to give any such notice, make any such demands, cure any such default or perform any such act, condition or covenant; provided, further, that if one-half of the number of days in the Notice Period is not a whole number, Subtenant shall be considered Events allowed the number of Default as said term is used herein, that is days equal to say, if: A. Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date one-half of the entry or granting thereof; or B. Tenant shall file, or admit number of days in the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant Notice Period rounded up to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fivenext whole number.

Defaults. Tenant further agrees that any one or more of the The following events shall be considered Events events of Default as said term is used herein, that is to say, ifdefault under this Note: A. Tenant shall be adjudged an involuntary bankrupta) Maker's failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5) days of written notice of default; b) Maker's failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c) If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws, and/or any applicable laws, or otherwise; d) Default in the Maker's obligation for borrowed money, other than this loan, which shall continue for a period of twenty (20) days; e) The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f) The entry of a decree or order approvingby a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filedfiled a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20) days; or g) Maker's institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer filed against Tenant asking or consent seeking reorganization of Tenant or relief under the Federal bankruptcy laws as now federal Bankruptcy Code or hereafter amendedany other applicable federal or state law, or under its consent to the laws filing of any Statesuch petition or to the appointment of a receiver, shall be enteredliquidator, and any such decree assignee or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date trustee of the entry or granting thereof; or B. Tenant shall filecompany, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcysubstantial part of its property, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief its making of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any an assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit admission by it in writing of its inability to pay its debts generally as they become due; or E. The Premises are levied on , or the taking of corporate action by the Maker in furtherance of any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fiveaction.

Defaults. Tenant further agrees that any one or more Each of the following events shall be considered Events an "Event of Default as said term is used hereinDefault" -------- hereunder. a. Failure of Tenant to pay any Installment of Rental or any part thereof, or any other payments of money, costs or expenses herein agreed to be paid by Tenant, within ten (10) days of written notice; provided, however, that in the event written notice of a monetary default is required more than twice in a calendar year then the requirement of written notice shall no longer apply to saythe payment of money. b. Failure to observe or perform on one or more of the other terms, if: A. conditions, covenants or agreements of this Lease and the continuance of such failure for a period of fifteen (15) days after written notice by Landlord specifying such failure (unless such failure requires work to be performed, acts to be done or conditions to be improved, as the case may be, within such fifteen (15) day period, in which case no default shall be deemed to exist so long as Tenant shall have commenced curing the same within such 15 day period, and shall diligently and continuously prosecute the same to completion). c. If this Lease or the estate of Tenant hereunder shall be adjudged an involuntary bankrupttransferred to or assigned to or subleased to or shall pass to any person or party, accept in a manner herein d. If a levy under execution or a decree or order approving, as properly filed, a petition or answer filed attachment shall be made against Tenant asking reorganization or its property and such execution or attachment shall not be vacated or removed by court order, bonding or otherwise within a period of thirty (30) days. e. A rejection of the Lease by a trustee In bankruptcy appointed in connection with the bankruptcy of the Tenant. f. A failure to vacate the Premises upon termination of this Lease. No payment by Tenant under or receipt by Landlord of an amount less than the Federal bankruptcy laws as now or hereafter amended, or under required payment set forth to the laws of any StateLease, shall be enteredconsidered as anything other than a partial payment of the amount due. No endorsement or statement to the contrary on any check shall be deemed an accord and satisfaction. Landlord may accept a partial payment without prejudicing Landlord's right to recover the balance of such payment which is still due, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting without affecting my other remedies available to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fiveLandlord.

Defaults. Tenant further agrees that any one or more of the Section 13.01. The following events shall be considered Events are Acts of Default as said term is used herein, that is to say, ifunder this Lease: A. Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60a) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any an assignment of its property for the benefit of creditors or shall apply for file a voluntary petition under any bankruptcy or consent to insolvency law, or an involuntary petition under any bankruptcy or insolvency law shall be filed against Tenant and such involuntary petition is not dismissed within 120 days after the appointment filing thereof, (b) if a petition is filed by or against Tenant under the reorganization provisions of the United States Bankruptcy Code (the "Bankruptcy Code") or under the provisions of any law of like import, unless such petition under said reorganization provisions be one filed against Tenant which is dismissed within 120 days after its filing, (c) if Tenant shall file a receiver petition under the arrangement provisions of the Bankruptcy Code or under the provisions of any law of like import, (d) if a permanent receiver, trustee or liquidator shall be appointed for Tenant or any of or for the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made , and such decree receiver, trustee or order liquidator shall not have been vacated, stayed or set aside discharged within sixty (60) 160 days from the date of entry or granting thereof, orhis appointment, G. Tenant shall abandon the Premises during the Term hereof; or H. (e) if Tenant shall default in any payment of any Fixed Rent required to be made or Additional Rent or any other charge payable hereunder by Tenant hereunder when due as herein provided to Landlord on any date upon which the same becomes due, and such default shall continue for fivefive (5) days after notice from Landlord to Tenant. (f) if Tenant shall default in the due keeping, observing or performance of any covenant, agreement, Term, provision or condition of Article 3 or Article 26 hereof on the part of Tenant to be kept, observed or performed and such default shall continue and shall not be remedied by Tenant within twenty (20) business days after Landlord shall have given to Tenant a notice specifying the same. (g) if Tenant shall default in the keeping, observing or performance of any covenant, agreement, Term, provision or condition of this Lease on the part of Tenant to be kept, observed or performed (other than a default of the character referred to in clauses (e) or (f) of this Section 13.01), and if such default shall continue and shall not be remedied by Tenant within thirty (30) days after Landlord shall have given to Tenant a notice specifying the same, or, in the case of such a default which for causes beyond Tenant's control cannot with due diligence be cured within said period of thirty (30) days, if Tenant (i) shall not, promptly upon the giving of such notice, notify Landlord of Tenant's intention to take all steps necessary to remedy such default with due diligence, and (ii) shall not duly institute and thereafter diligently prosecute to completion all steps necessary to remedy the same. (h) if any event shall occur or any contingency shall arise (except as expressly permitted by this Lease) whereby this Lease or the estate hereby granted or the unexpired balance of the Term would, by operation of law or otherwise, devolve upon or pass to any firm, association, corporation, person or entity other than Tenant (except as expressly permitted by this Lease). In the event that any of the Acts of Default in Sections 13.0l(a)-(h) occur, Tenant shall be in default of this Lease. Landlord may thereafter give to Tenant a notice of intention to end the Term at the expiration of 10 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 shall expire and Terminate upon the expiration of said 10 days with the same effect as if that day were the date hereinbefore set for the expiration of the full Term of this Lease ("Default Termination"), but Tenant shall remain liable for damages as provided in this Lease or pursuant to law ("Default Termination"). If the Term "Tenant", as used in this Lease, refers to more than one person, then as used in clauses (a), (b), (c) and (d) of this Section 13.01, said Term shall be deemed to include all of such persons or any one of them; and, if this Lease shall have been assigned, the Term "Tenant", as used in said clauses, shall be deemed to include the assignee and the assignor or either of them under any such assignment unless Landlord shall, in connection with such assignment, release the assignor from any further liability under this Lease, in which event the Term "Tenant", as used in said clauses, shall not include the assignor so released. Section 13.02. If Tenant shall default in the payment of any Fixed Rent or Additional Rent or any other charge payable hereunder by Tenant to Landlord on any date upon which the same becomes due and after all applicable grace periods, or if this Lease shall Terminate as in Article 13 provided, Landlord or Landlord's agents and servants may immediately or at any time thereafter reenter into or upon the Premises, or any part thereof, either by summary dispossess proceedings or by any suitable action or proceeding at law, and may repossess the same, and may remove any persons therefrom, to the end that Landlord may have, hold and enjoy the Premises again as and of its first estate and interest therein. The words "reenter", "reentry" and "reentering" as used in this Lease are not restricted to their technical legal meanings.

Defaults. Tenant further agrees that The occurrence of any one or more of the following events shall constitute a default hereunder: (1) If Tenant fails to pay any Base Rent or Operating Cost Rent within ten (10) days of the due date (see Exhibit E, Section 39), or fails to pay any Additional Rent or other sum required to be considered Events paid by this Lease or to deliver any instrument or certificate as provided in Section 13 or Section 16 within ten (10) days after written notice; (2) If Tenant fails to perform or comply with any of Default Tenant's obligations or agreements as said term is used hereinprovided in this Lease or in any other agreement between Landlord and Tenant (except those specified in Subsections (1), (3) and (4) of this Section 11A); provided, that is to say, if: A. Tenant shall not be adjudged an involuntary bankruptdeemed in default (a) if such failure is cured within thirty (30) days (forthwith, if the failure involves a hazardous condition) after written notice to Tenant, or (b) with respect to a decree non-hazardous failure which is curable but cannot reasonably be cured within thirty (30) days, if Tenant immediately commences to cure and diligently proceeds to complete the cure of such failure within a reasonable time period which shall in no event extend beyond ninety (90) days after written notice to Tenant; (3) If Tenant abandons or order approvingvacates the Premises during the Term. See Exhibit E, as properly filed, a petition or answer filed against Tenant asking reorganization Section 38; (4) If the leasehold interest of Tenant is levied upon under the Federal bankruptcy laws as now execution or hereafter amendedis attached under process of law, which levy or under the laws attachment continues for a period of any State, shall be entered, and any such decree thirty (30) days; or judgment if Tenant becomes insolvent or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors bankrupt or shall apply for generally not pay its debts as they become due or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become dueor shall make an assignment for the benefit of creditors; or E. The Premises are levied on or if any proceeding or other action shall be filed by or against Tenant seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Tenant or its debts under any revenue officer law relating to bankruptcy, insolvency or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar officerofficial for it or any substantial part of its property (provided, that no such proceeding or action shall constitute a default under this Lease if Tenant shall vigorously contest the same by appropriate proceedings and the same shall be vacated or dismissed within thirty (30) days after the date of filing); or F. A decree or order appointing if Tenant is a receiver of the property of corporation, partnership or other entity, Tenant shall be made and such decree dissolved, liquidated or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required otherwise cease to be made by Tenant hereunder when due as herein provided and such default shall continue for fiveexist.

Defaults. Tenant further agrees that Upon the failure of any one or more Party to substantially comply with any of the following events obligations of such Party hereunder and continued noncompliance for a period of 30 days (except in the case where such failure will result in injury to or damage or loss of perishable Product, in which case the cure period shall be five (5) days) after written notice of the noncompliance is sent to such Party, the non-defaulting Party may, at its option, by written notice to the defaulting Party, declare this Contract to be in default and at any time thereafter the non-defaulting Party may, at its sole discretion, (a) exercise any right or pursue any remedy that may be available under applicable law or proceed by appropriate court action to enforce the terms hereof or to recover damages for the breach hereof and (b) terminate this Contract. The exercise of any rights or pursuit of any remedies pursuant to this Contract shall not relieve the defaulting Party of any of its obligations and liabilities hereunder, all of which shall survive such exercise or pursuit. To the extent permitted by law, and subject to any mandatory requirements of applicable law, and further subject to Section 8.02 herein, each and every right, power and remedy herein specifically given to the non-defaulting Party or otherwise in this Contract shall be cumulative and shall be in addition to every other right, power and remedy herein specifically given for now or hereafter existing at law, equity or by statute and I each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised or pursued from time to time and as of ten in such order as may be deemed expedient by the non-defaulting Party, and the exercise or pursuit or the beginning of the exercise or pursuit of any right, power or remedy shall not be construed to be a waiver of the right to exercise or to pursue at any time or thereafter any other right, power or remedy. No delay or admission by a Party in the exercise of any right or power or in the pursuit of any remedy may impair any such right, power or remedy or be construed to be a waiver of any default on the party of the other Party or to be an acquiescence therein. No expressed or implied waiver by a Party of any default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default hereunder. Neither Party shall be considered Events to be in default for failure to perform, or delay in performing, any obligation under this Contract if performance is prevented, hindered or delayed by an Uncontrollable Force (but only for so long as such Uncontrollable Force continues unabated). In such event, the Party which is unable, or anticipates being unable, to perform shall (a) promptly notify the other Party in writing of Default the nature, cause, date of commencement and expected duration of any such delay, (b) indicate to what extent it will be prevented from performing and (c) exercise due diligence to overcome such inability to perform with all reasonable dispatch. In the event a Party claims excuse of performance as said term is used hereina result of an Uncontrollable Force which continues unabated for more than one hundred twenty (120) days, the Party that is not affected by such Uncontrollable Force shall have the option to say, if: A. Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant terminate this Agreement on written notice to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fiveother Party.

Defaults. Tenant further agrees that The occurrence of any one or more of the following events shall be considered Events constitute a Default: (a) Nonpayment of Default as said term is used hereinany principal payment due hereunder or under any Note when due, or (b) nonpayment of interest hereunder or upon any Note or of any Unused Fee or other payment Obligations under any of the Loan Documents within five (5) Business Days after the same becomes due (for the avoidance of doubt, the five (5) Business Day grace period shall only apply to Section 7.1(b).) 7.2 The breach of any of the terms or provisions of Sections 6.19 or 6.21 and such failure shall continue for thirty (30) days after written notice thereof shall have been given to the Borrower by the Administrative Agent; provided, however, that is in the event that Borrower or the REIT shall fail to saycomply with Section 6.21(iii), if:then the same shall not constitute a Default or Unmatured Default hereunder in the event that Borrower prepays the Loans or provides additional Unencumbered Pool Properties in accordance with the terms of this Agreement in an amount sufficient such that Borrower and the REIT would be fully in compliance with the covenant set forth in Section 6.21(iii) within ten (10) days of the earlier to occur of (i) Borrower obtaining actual knowledge of such noncompliance, (ii) Borrower reporting any such noncompliance, or (iii) receipt by Borrower of written notice of such noncompliance from the Administrative Agent; and provided further, that during any period in which Borrower or the REIT shall fail to be in compliance of any covenant in Section 6.21(iii) (without regard to any period provided in Section 2.8(b) or Section 7.2 for payment or to provide additional Unencumbered Pool Properties), then the Lenders shall have no obligation to make Loans or to issue Facility Letters of Credit. A. Tenant 7.3 Any representation or warranty made or deemed made by or on behalf of the Borrower, the REIT or any other members of the Consolidated Group to the Lenders or the Administrative Agent under or in connection with the Agreement, any Loan, or any material certificate or information delivered in connection with the Agreement or any other Loan Document shall be adjudged an involuntary bankruptmaterially false on the date as of which made. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of the Agreement which is not remedied within thirty (30) days after written notice from the Administrative Agent provided that no cure period shall be available with respect to a failure to comply with the terms of Section 6.3, Section 6.7(b) or Section 6.12. 7.5 Failure of the Borrower, the REIT or any other member of the Consolidated Group to pay when due any Recourse Indebtedness with respect to which the aggregate liability exceeds $50,000,000 or any Non-Recourse Indebtedness with respect to which the aggregate liability exceeds $75,000,000 (any such Recourse Indebtedness or Non-Recourse Indebtedness in excess of such applicable limit being referred to herein as “Material Indebtedness”); or the default by the Borrower, the REIT or any other member of the Consolidated Group in the performance of any term, provision or condition contained in any agreement, or any other event shall occur or condition exist, which causes, or permits, any such Material Indebtedness to be due and payable or required to be prepaid (other than by a decree regularly scheduled payment) prior to the stated maturity thereof. 7.6 The Borrower, the REIT or any other member of the Consolidated Group (other than any such other member (other than the REIT) of the Consolidated Group that, together with all other members of the Consolidated Group (other than Borrower and the REIT) then subject to any proceeding or condition described in this Section or the immediately following Section 7.7, does not account for more than 5.0% of Total Asset Value at such time) shall (i) have an order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant for relief entered with respect to it under the Federal bankruptcy or insolvency laws of any jurisdiction as now or hereafter amendedin effect, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60ii) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any an assignment for the benefit of creditors creditors, (iii) apply for, seek, consent to, or shall apply for or consent to acquiesce in, the appointment of a receiver receiver, custodian, trustee, examiner, liquidator or similar official for Tenant it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the bankruptcy or insolvency laws of any jurisdiction as now or hereafter in effect or seeking to adjudicate it as a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the property of Tenant; or D. Tenant shall foregoing actions set forth in this Section 7.6, (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7 or (vii) admit in writing its inability to pay its debts generally as they become due; or. E. The Premises are levied on by any revenue officer 7.7 A receiver, trustee, examiner, liquidator or similar officer; or F. A decree official shall be appointed for the Borrower, the REIT or order appointing a receiver any other member of the property Consolidated Group (other than any such other member (other than the REIT) of Tenant the Consolidated Group that, together with all other members of the Consolidated Group (other than Borrower and the REIT) then subject to any proceeding or condition described in this Section or the immediately preceding Section 7.6, does not account for more than 5.0% of Total Asset Value at such time) or for any Substantial Portion of the Property of the Borrower, the REIT or such other member of the Consolidated Group, or a proceeding described in Section 7.6(iv) shall be made instituted against the Borrower, the REIT or any such other member of the Consolidated Group and such decree appointment continues undischarged or order such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days. 7.8 The Borrower, the REIT or any other member of the Consolidated Group shall not have been vacated, stayed or set aside fail within sixty (60) days from to pay, bond or otherwise discharge any judgments or orders issued in proceedings with respect to which Borrower, the REIT or such member has been properly served or has been given due and proper written notice for the payment of money (excluding, however, any such judgments or orders related to any then outstanding Indebtedness which is not Recourse Indebtedness and which was not paid when due or is otherwise in default as described in Section 7.5 above, not to exceed, in the aggregate the $75,000,000 limit set forth in such Section 7.5), in an amount which, when added to all other judgments or orders outstanding against the Borrower, the REIT or any other member of the Consolidated Group would exceed $50,000,000 in the aggregate, which have not been stayed on appeal or otherwise appropriately contested in good faith. 7.9 The Borrower, the REIT or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower, the REIT or any other member of the Controlled Group as withdrawal liability (determined as of the date of entry such notification), exceeds $1,000,000 or granting thereofrequires payments exceeding $500,000 per annum. 7.10 The Borrower, orthe REIT or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower, the REIT and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $500,000. G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default 7.11 The occurrence of any “Default” as defined in any payment Loan Document or the breach of Rent required to any of the terms or provisions of any Loan Document, which default or breach continues beyond any period of grace therein provided. 7.12 The attempted revocation, challenge, disavowment, or termination by the Borrower or any Guarantor of any of the Loan Documents. 7.13 Any Change in Control shall occur. Notwithstanding the provisions of Sections 7.1(b), 7.2 and 7.4, the cure and grace periods provided therein shall not be made by Tenant hereunder when due as herein provided allowed and the occurrence of an Unmatured Default thereunder immediately shall constitute a Default for all purposes of this Agreement and the other Loan Documents if, within the period of twelve (12) months immediately preceding the occurrence of such default Unmatured Default, there shall continue for fivehave occurred two (2) or more periods of cure or grace or portions thereof under any one or more than one of said sections.

Defaults. Tenant further agrees that Upon the failure of any one or more Party to substantially comply with any of the following events obligations of such Party hereunder and continued noncompliance for a period of thirty (30) days (except in the case where such failure will result in injury to or damage or loss of perishable Product, in which case the cure period shall be five (5) days) after written notice of the noncompliance is sent to such Party, the non-defaulting Party may, at its option, by written notice to the defaulting Party, declare this Agreement to be in default and at any time thereafter the non-defaulting Party may, at its sole discretion, (a) exercise any right or pursue any remedy that may be available under applicable law or proceed by appropriate court action to enforce the terms hereof or to recover damages for the breach hereof and/or (b) terminate this Agreement. The exercise of any rights or pursuit of any remedies pursuant to this Agreement shall not relieve the defaulting Party of any of its obligations and liabilities hereunder, all of which shall survive such exercise or pursuit. To the extent permitted by law, and subject to any mandatory requirements of applicable law, and further subject to Section 8.02. each and every right, power and remedy herein specifically given to the non-defaulting Party or otherwise in this Agreement shall be cumulative and shall be in addition to every other right, power and remedy herein specifically given, or now or hereafter existing at law, equity or by statute and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised or pursued from time to time and as often in such order as may be deemed expedient by the nondefaulting Party, and the exercise or pursuit or the beginning of the exercise or pursuit of any right, power or remedy shall not be construed to be a waiver of the right to exercise or to pursue at any time or thereafter any other right, power or remedy. No delay or admission by a Party in the exercise of any right or power or in the pursuit of any remedy may impair any such right, power or remedy or be construed to be a waiver of any default on the party of the other Party or to be an acquiescence therein. No expressed or implied waiver by a Party of any default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default hereunder. Neither Party shall be considered Events to be in default for failure to perform, or delay in performing, any obligation under this Agreement if performance is prevented, hindered or delayed by an Uncontrollable Force (but only for so long as such Uncontrollable Force continues unabated). In such event, the Party which is unable, or anticipates being unable, to perform shall (a) promptly notify the other Party in writing of Default the nature, cause, date of commencement and expected duration of any such delay, (b) indicate to what extent it will be prevented from performing and (c) exercise due diligence to overcome such inability to perform with all reasonable dispatch. In the event a Party claims excuse of performance as said term is used hereina result of an Uncontrollable Force which continues unabated for more than one hundred twenty (120) days, the Party that is not affected by such Uncontrollable Force shall have the option to say, if: A. Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant terminate this Agreement on written notice to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fiveother Party.

Defaults. Tenant further agrees that The occurrence of any one or more of the following events shall constitute a default of this Lease by Tenant: 19.1.1 Any failure by Tenant to pay any Rent or any other charge required to be paid under this Lease, or any part thereof, when due; or 19.1.2 Any failure of Tenant to provide an estoppel certificate within the time period required by Article 17; or 19.1.3 Any violation of the provisions of Article 5 or Article 8 that continues for more than forty-eight (48) hours after written notice of such violation to Tenant; or 19.1.4 Except where a specific time period is otherwise set forth in this Lease for Tenant’s performance, in which event the failure to perform by Tenant within such time period shall be considered Events a default by Tenant under this Section 19.1.4, failure by Tenant to observe or perform any other provision, covenant or condition of Default this Lease to be observed or performed by Tenant where such failure continues for fifteen (15) days after written notice thereof from Landlord to Tenant; or 19.1.5 Abandonment of the Premises by Xxxxxx as said term is used hereindefined in California Civil Code Section 1951.3 or any successor statute; provided that, that is to saynotwithstanding the foregoing, if: A. Tenant shall not be adjudged an involuntary bankruptdeemed to have abandoned the Premises so long as Tenant remains current in its payment of all Rent due under this Lease; or 19.1.6 To the extent permitted by law, a general assignment by Tenant or any guarantor of this Lease for the benefit of creditors, or the filing by or against Tenant or any guarantor of any proceeding under an insolvency or bankruptcy law, unless in the case of a decree or order approving, as properly filed, a petition or answer proceeding filed against Tenant asking reorganization of Tenant under or any guarantor the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside same is dismissed within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall filedays, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a trustee or receiver for to take possession of all or substantially all of the assets of Tenant or any guarantor, unless possession is restored to Tenant or such guarantor within thirty (30) days, or any execution or other judicially authorized seizure of the property all or substantially all of Tenant’s assets located upon the Premises or of Tenant’s interest in this Lease, unless such seizure is discharged within thirty (30) days; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. 19.1.7 The Premises are levied on by any revenue officer hypothecation or similar officer; or F. A decree assignment of this Lease or order appointing a receiver subletting of the property Premises, or attempts at such actions, in violation of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term Article 14 hereof; or H. Tenant shall default in any payment 19.1.8 The failure by Xxxxxx to occupy the Premises within thirty (30) days after the Substantial Completion of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fivethe Premises.

Defaults. If Tenant (i) fails to pay when due any installment of Rent, Additional Rent, or other charges due hereunder for 5 days after the same is due, or (ii) fails to perform any other covenant, term, agreement or condition of this Lease, and such failure continues for 20 days after written notice from Landlord (provided, however, that if the nature of such default other than for nonpayment is such that the same cannot reasonably be cured within such 20-day period, Tenant shall not be deemed in default if Tenant shall commence such cure within said 20-day period and thereafter diligently prosecute the same to completion), then, Landlord, in addition to all other rights and remedies available to Landlord at law or equity or by other provisions hereof, may, without process, immediately re-enter the Premises and remove all persons and property and, at Landlord’s option, terminate this Lease or terminate Tenant’s right to possession of the Premises without terminating the Lease. Txxxxx further agrees that in case of any one such termination Tenant will indemnify Landlord against all loss of rents and other damage which Landlord may incur by reason of such termination, including, without limitation, reasonable attorneys’ fees. Notwithstanding the five (5) day grace period set forth in this paragraph 17(a)(i) above, if Tenant’s payments of Rent, Additional Rent or other charges are received after the date due by 7 or more days in the aggregate in any given Lease Year (meaning, for example, 3 days late in one month, 2 days late in another month and 2 days late in yet another month, for a cumulative total of 7 days), Tenant will thereafter for the following events shall balance of said Lease Year be considered Events of Default as said term is used hereindeemed to be in default under this paragraph 17(a)(i) if such payments are not received on the due date (provided, however, that is Landlord must provide notice to sayTenant when Tenant’s late payments first total seven (7) or more days in any Lease Year, if: A. after which notice Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against allowed one (1) additional late payment within such five (5) day grace period before Tenant asking reorganization is thereafter deemed to be in default if payments are not received on the due date for the balance of Tenant under said Lease Year). The terms of the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, grace periods set forth herein shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date reinstated as of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction commencement of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fiveeach subsequent Lease Year.

Defaults. Tenant (a) Licensee and Licensor shall have fifteen (15) Days after receipt of written notice to cure any monetary Licensor Default or Licensee Default, respectively, and thirty (30) Days after receipt of written notice to cure any non-monetary Licensor Default or Licensee Default, respectively; provided however, that if any non-monetary Licensor Default or Licensee Default is not capable of being cured within the requisite period of time, then so long as the party charged with the default has diligently pursued such cure of the default within the prescribed period, the party shall be given the necessary time to cure the default. If subsequent to the foregoing requisite periods of time, there continues to be an event of Licensor Default or Licensee Default, the non-defaulting party may, upon thirty (30) Days written notice to the other party, terminate this Agreement with respect to the applicable License and institute any other proceedings at law or in equity to recover damages from the other party. The cure periods set forth in this Section 12(a) shaft not be applicable with respect to any breach of Licensor's or Licensee's rights or obligations pursuant to Section 8.7. (b) Upon the occurrence of any Licensee Default which is not cured in accordance with Section 12.2(a), Licensor may (i) enter upon the affected Licensed Premises(s) without being liable for prosecution or any claims of Damages of such entry, and do whatever Licensee is obligated to do under the terms of this Agreement or any individual License to correct the default, (ii) remove and store Licensee's Equipment from the Licensed Premises at the expense of Licensee which Equipment shall not be returned or released to Licensee until the default has been cured, or (iii) disconnect Licensee's Equipment. All costs of removal and storage of Licensee's Equipment (including the costs of any repairs required due to such removal) pursuant to this Section shall be at the expense of Licensee, which costs shall be reimbursed to Licensor upon receipt of an invoice(s). Licensee agrees to reimburse Licensor on demand for any expenses that Licensor may incur in effecting compliance with Licensee's obligations under this Agreement or any License in this manner, and Licensee further agrees that Licensor shall not be liable for any one or more of the following events Damages resulting from such action. No action by Licensor pursuant to this Section 12.2(b) shall be considered Events construed as an election on Licensor's part to terminate this Agreement or any individual License, unless a written notice of Default as said term such intention is used herein, that is given to say, if: A. Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be enteredLicensee, and any such decree or judgment or order Licensee's obligation to pay the monthly License Fee hereunder shall not have been vacated be terminated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fivesuspended.

Defaults. Tenant further agrees that any one The occurrence of anyone or more of the following events shall constitute a material default and breach hereof by Tenant: (a) The vacating or abandonment of the Property by Tenant; (b) The failure by Tenant to make any payment of rent or any other payment required to be considered Events made by Tenant hereunder, as and when due, where such failure shall continue for a period of Default as said term is used hereinthree (3) days after written notice thereof from Landlord to Tenant. In the event that Landlord serves Tenant with a notice to pay rent or vacate pursuant to applicable unlawful detainer or other statutes, such notice shall also constitute the notice required by this subsection; (c) The failure by Tenant to observe or perform any of the covenants, conditions or provisions hereof to be observed or performed by Tenant, other than described in Subsection (b) above, where such failure shall continue for a period of thirty (30) days after written notice thereof from Landlord to Tenant; provided, however, that if the nature of Tenant’s default is to saysuch that more than thirty (30) days are reasonably required for its cure, if: A. then Tenant shall not be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against deemed to be in default if Tenant asking reorganization of commences such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion; (i) The making by Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree general arrangement or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors creditors; (ii) Tenant becomes a “debtor” as defined under the Federal Bankruptcy Code or shall apply for any successor statute thereto or consent to any other statute affording debtor relief, xxxxxxx xxxxx xx xxxxxxx, (xxxxxx, in the appointment case of a receiver for Tenant petition filed against Tenant, the same is dismissed within thirty (30) days), or any of the property of Tenant; or D. Tenant shall admit admits in writing its present or prospective insolvency or inability to pay its debts as they become duemature, or is unable to or does not pay a material portion (in numbers or dollar amount) of its debts as they mature; or(iii) the appointment of a trustee or receiver to take possession of all or a substantial portion of Tenant’s assets located at the Property or of Tenant’s interest in this Lease; (iv) the attachment, execution or other judicial seizure of all or a substantial portion of Tenant’s assets located at the Property or of Tenant’s interest in this Lease; or (v) the entry of a judgment against Tenant which affects Tenant’s ability to conduct its business in the ordinary course; provided, however, to the extent that any provision of this Subsection 12.1(d) is contrary to any applicable law, such provision shall be of no force or effect to such extent only; and/or E. (e) The Premises are levied on discovery by Landlord that any revenue officer financial statement, warranty, representation or similar officer; or F. A decree or order appointing a receiver other information given to Landlord by Tenant, any assignee of the property Tenant, any subtenant of Tenant, any successor in interest of Tenant shall be or any guarantor of Tenant’s obligation hereunder, in connection with this Lease, was materially false or misleading when made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fivefurnished.

Defaults. Tenant further agrees that A Party shall be in default under this Lease upon the occurrence of any one or more of the following events events: (a) The failure by such Party to make any payment of any amount required to be made by such Party hereunder, as and when due, where such failure shall continue for a period of thirty (30) days after receipt by such Party of written notice thereof from the other Party; or (b) The failure by such Party to observe or perform any other material covenants, conditions or provisions of this Lease to be observed or performed by such Party, where such failure shall continue for a period of thirty (30) days after receipt by such Party of written notice thereof from the other Party; provided, however, that if the nature of the failure is such that more than thirty (30) days are reasonably required for its cure, then such Party shall not be deemed to be in default if such Party commences such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion; or (c) If by order of a court of competent jurisdiction, a receiver or liquidator or trustee of a Party shall be considered Events appointed, and such receiver or liquidator or trustee shall not have been discharged within a period of Default as said term is used hereinsixty (60) days; or if by decree of such a court, that is to say, if: A. Tenant a Party shall be adjudged an involuntary bankruptadjudicated bankrupt or insolvent or any substantial part of the property of such Party shall have been sequestered, and such decree shall have continued undischarged and unstayed for a period of sixty (60) days after the entry thereof; or a decree or order approving, as properly filed, if a petition to declare bankruptcy or answer filed against Tenant asking reorganization to reorganize a Party pursuant to any of Tenant under the Federal provisions of the federal bankruptcy laws or pursuant to any other similar state statute applicable to such Party, as now or hereafter amended, or under the laws of any Statein effect, shall be entered, filed against such Party and any such decree or judgment or order shall not have been vacated or stayed or set aside be dismissed within sixty (60) days from the date of the entry or granting thereofafter such filing; or B. Tenant (d) If a Party shall filefile a voluntary petition in bankruptcy under any provision of any federal or state bankruptcy law or shall consent to the filing of any bankruptcy or reorganization petition against it under any similar law; or, without limitation of the generality of the foregoing, if a Party shall file a petition or answer or consent seeking relief or assisting in seeking relief in a proceeding under any of the provisions of the federal bankruptcy laws or pursuant to any other similar state statute applicable to such Party, as now or hereafter in effect, or admit the jurisdiction of the court and an answer admitting the material allegations contained in, any of a petition filed against it in bankruptcy, such a proceeding; or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant if a Party shall make any an assignment for the benefit of creditors its creditors; or shall apply for or consent to the appointment of if a receiver for Tenant or any of the property of Tenant; or D. Tenant Party shall admit in writing its inability to pay its debts generally as they become due; oror if a Party shall consent to the appointment of a receiver or receivers, or trustee or trustees, or liquidator or liquidators of it or of all or any part of its property; or -H 21- E. The Premises are levied on (e) Failure by a Party hereunder to comply with the terms of any revenue officer or similar officer; or F. A decree final decision or order appointing a receiver of issued pursuant to the property of Tenant shall be made and dispute resolution procedures, if such decree or order shall Party does not have been vacated, stayed or set aside cure such failure within sixty (60) days from of the date of entry receipt of a notice from the other Party demanding such cure (or granting thereofwithin such longer period of time, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required as is reasonably necessary to accomplish such cure, if it cannot be made by Tenant hereunder when due as herein provided reasonably accomplished within such sixty (60) day period and such default shall continue for fiveParty diligently commences such cure in such period and continues such cure to completion).

Defaults. Tenant further agrees that any one or more Each of the following events shall be considered Events an event of Default as said term is used herein, that is to say, ifdefault under this Lease: A. (a) Tenant shall abandon the Premises; (b) Tenant shall fail to Pay Rent or any other sum payable under this Lease within five (5) days after notice of non-payment: (c) Tenant shall fail to perform any of Tenant's other obligations under this Lease and such failure shall continue for a period of fifteen (15) days after notice from Landlord; provided that if more than fifteen (15) days shall be adjudged an involuntary bankruptrequired to complete such performance, Tenant shall not be in default if Tenant shall commence such performance within the fifteen (15) day period and shall thereafter diligently pursue its completion. (d) (i) Tenant shall make a general assignment or a decree or order approving, as properly filed, general arrangement for the benefit of creditors: (ii) a petition for adjudication of bankruptcy or answer for reorganization or rearrangement shall be filed by or against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside be dismissed within sixty (60) days from the date days; (iii) a trustee or receiver shall be appointed to take possession of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property substantially all of Tenant; or D. Tenant shall admit 's assets located at the Premises or Tenant's interest in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant this Lease and possession shall be made and such decree subjected to attachment, execution or order other judicial seizure which shall not have been vacated, stayed or set aside be discharged within sixty (60) days from days. If a court of competent jurisdiction shall determine that any of the date of entry acts described in this subsection (d) is not a default under this Lease, and a trustee shall be appointed to take possession (or granting thereof, or G. if Tenant shall abandon the Premises during the Term hereof; or H. remain a debtor in possession) and such trustee or Tenant shall default assign, sublease, or transfer Tenant's interest hereunder, then Landlord shall receive, as Additional Rent, the excess, if any, of The rent for any other consideration) paid in any payment of Rent required to be made connection with such assignment, transfer or sublease over the rent payable by Tenant hereunder when due as herein provided and such default shall continue for fiveunder this Lease.

Defaults. Tenant further agrees that any one or more of the following events shall be considered Events of Default as said term is used herein, that is to say, if: A. Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Sub-leased Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, ; or G. Tenant shall abandon the Sub-leaed Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fivefive (5) days after notice thereof in writing to Tenant; or I. Tenant shall default in securing insurance or in providing evidence of insurance as set forth in Section 11 of this Sublease or shall default with respect to lien claims as set forth in Section 19 of this Sublease and either such default shall continue for five (5) days after notice thereof in writing to Tenant; or J. Tenant shall, by its act or omission to act, cause a default under the Prime Lease and such default shall not be cured within the time, if any permitted for such cure under the Prime Lease; or K. Tenant shall default in any of the other covenants and agreements herein contained to be kept, observed and performed by Tenant, and such default shall continue for thirty (30) days after notice thereof in writing to Tenant. L. Default under any franchise or license pursuant to which Tenant conducts business at the Sub-leased Premises, if in the Landlord’s judgment such default in light of commercially reasonable standards and industry practice would have a material adverse affect on the Sub-leased Premises, which default is not cured within thirty (30) days after notice thereof in writing to Tenant.

Defaults. Tenant further agrees that The occurrence of any one or more of the following events shall be considered Events of Default as said term is used herein, that is to say, ifconstitute a -------- default hereunder: A. (1) If Tenant shall be adjudged an involuntary bankruptdefaults in the payment of Rent (whether Base Rent, Operating Cost Share Rent, Tax Share Rent, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcyAdditional Rent), or any petition pursuant or purporting other sum required to be pursuant paid by this Lease; provided, however, that Landlord shall not be entitled to exercise its remedies set forth herein or at law or in equity with respect to such default, unless such default is not remedied within five (5) days after written notice thereof by Landlord to Tenant; (2) If Tenant defaults in the Federal bankruptcy laws now prompt and full performance or hereafter amendedobservance of any term, covenant, agreement or provision of this Lease (except those specified in Subsections (1), (3), (4), (5), (6), (7), (8) and (9) of this Section 11A); provided, however, that Landlord shall not be entitled to exercise its remedies set forth herein or at law or in equity with respect to such default, (i) if such default is remedied within thirty (30) days after written notice thereof by the Landlord, or (ii) with respect to a default which cannot reasonably be cured within thirty (30) days, if Tenant immediately commences to cure and diligently proceeds to complete the cure of such default within a reasonable time period which shall institute any proceedings for relief in no event extend beyond ninety (90) days after Tenant receives written notice of such default; (3) If Tenant abandons the Premises during the term hereof; (4) If the leasehold interest of Tenant is levied upon under any bankruptcy execution or insolvency laws is attached under process of law, which levy or any laws relating to the relief attachment continues for a period of debtors, readjustment of indebtedness, reorganization, arrangements, composition thirty (30) days; (5) If Tenant becomes insolvent or extension; or C. Tenant shall make any assignment for the benefit of creditors bankrupt or shall apply for generally not pay its debts as they become due or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts or shall make a general assignment for the benefit of creditors; (6) If Tenant shall commence any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property; (7) If Tenant shall take any corporate or other action to authorize any of the actions set forth above in Subsections (5) and (6) of this Section 11A; (8) If any case, proceeding or other action against Tenant shall be commenced seeking to have an order for relief entered against it as they become duedebtor, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property, and such case, proceeding or other action (i) results in the entry of an order for relief against it which is not fully stayed within seven (7) business days after the entry thereof or (ii) remains undismissed for a period of thirty (30) days; or E. The Premises are levied on by (9) If Tenant does any revenue officer act or similar officer; or F. A decree or order appointing a receiver any other circumstance occurs in violation of the property provisions of Tenant shall be made Sections 14.G. and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for five16.

Defaults. Tenant further agrees that any one or more of the The following events shall be considered Events events of Default as said term is used herein, that is to say, ifdefault under this Note: A. Tenant shall be adjudged an involuntary bankrupta. Maker's failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5) days of written notice of default; b. Maker's failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws, and/or any applicable laws, or otherwise; d. Default in the Maker's obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order approvingby a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filedfiled a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20) days; g. Maker's institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer filed against Tenant asking or consent seeking reorganization of Tenant or relief under the Federal bankruptcy laws as now federal Bankruptcy Code or hereafter amendedany other applicable federal or state law, or under its consent to the laws filing of any Statesuch petition or to the appointment of a receiver, shall be enteredliquidator, and any such decree assignee or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date trustee of the entry or granting thereof; or B. Tenant shall filecompany, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcysubstantial part of its property, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief its making of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any an assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of any such action; or E. The Premises are levied on by h. Should Holder, in its sole and absolute discretion, at any revenue officer time deem itself insecure or similar officer; or F. A decree determine that repayment is at risk or order appointing a receiver of the property of Tenant shall be made unlikely and such decree or order shall provide not have been vacated, stayed or set aside within sixty less than three (603) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required written notice thereof to be made by Tenant hereunder when due as herein provided and such default shall continue for fiveMaker.

Defaults. Tenant further agrees that If Tenant: (i) fails to pay when due any one installment or more other payment of Rent, or to keep in effect any insurance required to be maintained; or (ii) vacates or abandons the following events shall be considered Events Premises, or (iii) becomes insolvent, makes an assignment for the benefit of Default as said term is used hereincreditors, that is to say, if: A. Tenant shall be adjudged files a voluntary bankruptcy or an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer in bankruptcy is filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall which petition is not have been vacated or stayed or set aside dismissed within sixty (60) days from the date of its filing, or (iv) fails to perform or observe any of the entry other covenants, conditions or granting thereof; or B. agreements contained herein on Tenant's part to be kept or performed and such failure shall continue for thirty (30) days after notice thereof given by or on behalf of Landlord, or (v) if the interest of Tenant shall filebe offered for sale or sold under execution or other legal process if Tenant makes any transfer, assignment, conveyance, sale, pledge, disposition of all or admit the jurisdiction a substantial portion of the court and the material allegations contained inTenant's property, then any such event or conduct shall constitute a "default" hereunder. If Tenant shall file a voluntary petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amendedUnited States Bankruptcy Reform Act of 1978, as the same may be from time to time be amended (the "Bankruptcy Code"), or take the benefit of any insolvency act or be dissolved, or if an involuntary petition be filed against Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating pursuant to the relief Bankruptcy Code and said petition is not dismissed within thirty (30) days after such filing, or if a receiver shall be appointed for its business or its assets and the appointment of debtorssuch receiver is not vacated within thirty (30) days after such appointment, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant if it shall make any an assignment for the benefit of creditors its creditors, then Landlord shall have all of the rights provided for in the event of nonpayment of the Rent. If any alleged default on the part of the Landlord hereunder occurs, Tenant shall give written notice to Landlord in the manner herein set forth and shall afford Landlord a reasonable opportunity to cure any such default. In addition, Tenant shall send notice of such default by certified or shall apply for or consent registered postage prepaid, to the appointment holder of any Mortgage whose address Tenant has been notified of in writing, and shall afford such Mortgage holder a receiver reasonable opportunity to cure any alleged default on Landlord's behalf. In no event will Landlord be responsible for Tenant any damages incurred by Tenant, including but not limited to, lost profits or interruption of business as a result of any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on alleged default by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fiveLandlord hereunder.

Defaults. Tenant further agrees that If on the Closing Date or any one or more of the following events shall be considered Events of Default as said term is used herein, that is to say, if: A. Tenant shall be adjudged an involuntary bankrupt, or a decree or order approvingOption Closing Date, as properly filedthe case may be, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property Underwriters shall fail or refuse to purchase Firm Shares or Additional Shares, as the case may be, which it has agreed to purchase hereunder on such date, and the aggregate amount of TenantFirm Shares or Additional Shares, as the case may be, that such defaulting Underwriter(s) agreed but failed or refused to purchase does not exceed 10% of the total number of Shares to be purchased on such date by all of the Underwriters, each non-defaulting Underwriter shall be obligated severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the total number of Firm Shares which all the non-defaulting Underwriters, as the case may be, have agreed to purchase, or in such other proportion as you may specify, to purchase the Firm Shares or Additional Shares, as the case may be, that such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase on such date; or D. Tenant PROVIDED that in no event shall admit the number of Firm Shares or Additional Shares, as the case may be, that any Underwriter has agreed to purchase pursuant to Section 3 hereof be increased pursuant to this Section 9 by an amount in writing its inability excess of one-ninth of such number of Firm Shares or Additional Shares, as the case may be, without the written consent of such Underwriter. If, on the Closing Date or on the Option Closing Date, as the case may be, any of the Underwriters shall fail or refuse to pay its debts purchase the Firm Shares or the Additional Shares, as they become due; or E. The Premises the case may be, with respect to which such default exceeds 10% of such total number of the Shares to be purchased on such date by all Underwriter(s) and arrangements satisfactory to the other Underwriter(s) and the Company for the purchase of such Shares are levied not made within 48 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Underwriter(s) or the Company, except as otherwise provided in this Section 9. In any such case that does not result in termination of this Agreement, the Underwriters or the Company may postpone the Closing Date or the Option Closing Date, as the case may be, for not longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve a defaulting Underwriter from liability in respect of any default by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fiveUnderwriter under this Agreement.

Defaults. Tenant further agrees that The occurrence of any one or more of the following events shall be considered Events constitute a material default and material breach of Default as said term is used herein, that is to say, ifthis Lease by Tenant: A. Tenant shall be adjudged an involuntary bankrupt, (i) The vacating or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date abandonment of the entry or granting thereof; orPremises by Tenant; B. (ii) The failure by Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent or any other payment required to be made by Tenant hereunder hereunder, as and when due as herein provided and due, where such default failure shall continue for fivea period of three (3) days after written notice thereof from Landlord to Tenant; (iii) The failure by Tenant to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Tenant, other than those described in subparagraph (ii) above, where such failure shall continue for a period of ten (10) days after written notice thereof from Landlord to Tenant; provided, however, that if the nature of Tenant's default is such that it is capable of being cured but more than ten (10) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within such ten (10) day period and thereafter diligently prosecutes such cure to completion; or (iv) The making by Tenant of any general assignment for the benefit of creditors, the filing by or against Tenant of a petition for order of relief in bankruptcy for the purpose of bankruptcy liquidation or reorganization under any law relating to bankruptcy whether now existing or hereafter enacted (including, without limitation, any petition filed by or against Tenant under any one or more of the following Chapters of the Bankruptcy Reform Act of 1978, 11 U.S.C. (S)(S)101-1330 ("Bankruptcy Code") as amended: Chapter 7 or Chapter 9 or Chapter 11 or Chapter 12 or Chapter 13) except that, in the case of a filing against Tenant of such a petition, such filing shall not be a default if the petition is dismissed or discharged on or before sixty (60) days after the filing thereof; the appointment of a trustee or receiver to take possession of all or substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within sixty (60) days; or the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where such seizure is not discharged within sixty (60) days. Unless Landlord's express written consent thereto is first obtained, in no event shall this Lease, or any interest herein or hereunder or any estate created hereby, be assigned or assignable by operation of law or by, in or under voluntary or involuntary bankruptcy liquidation or reorganization proceedings or otherwise and in no event shall this Lease or any rights or bankruptcy liquidation or reorganization proceedings. Any purported assignment or transfer in violation of the provisions of this subparagraph (iv) shall constitute a material default and breach of this Lease by Tenant and in connection with any such default and breach Landlord shall have the rights and remedies described in subparagraph (b) below, including, without limitation, the election to terminate this Lease. As used in this subparagraph (iv) the words "bankruptcy liquidation or reorganization proceedings" shall include any proceedings under any law relating to bankruptcy whether now existing or hereafter enacted (including, without limitation, proceedings under any one or more of the Bankruptcy Code as amended: Chapter 7 or Chapter 9 or Chapter 11 or Chapter 12 or Chapter 13).

Defaults. Tenant further agrees that The occurrence of any one or more of the following events shall be considered Events constitute a default and breach of Default as said term is used herein, that is to say, ifthis Lease by Tenant: A. (a) The vacation or abandonment of the Property by Tenant shall be adjudged an involuntary bankrupt, or for a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization period of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty thirty (6030) days from the date of the entry or granting thereof; ormore. B. (b) The failure by Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent rent or any other payment required to be made by Tenant hereunder hereunder, as and when due as herein provided and due, where such default failure shall continue for fivea period of ten (10) days. (c) The failure by Tenant to observe or perform any of the covenants, conditions, or provisions of this Lease to be observed or performed by Tenant, other than described in Paragraph (b) above, where such failure shall continue for a period of thirty (30) days after written notice thereof from Landlord to Tenant provided, however, that if the nature of Tenant's default is such that more than thirty (30) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commenced such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion. (d) (i) The making by Tenant of any general assignment, or general assignment for the benefit of creditors; (ii) the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt or petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Xxxxxx, the same is dismissed within sixty (60) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located at the Property or of Tenant's interest in this Lease, where possession is not restored to Tenant within thirty (30) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Property or Xxxxxx's interest in this Lease, where such seizure is not discharged within thirty (30) days.

Defaults. Tenant further agrees that Any of the following events shall be deemed to be an event of default by Lessee under this Lease: (a) Failure to pay the full amount of the rent when due, if such failure continues for a period of 10 days after Lessor mails written notice of such failure to Lessee. (b) Failure to comply with any covenant or provision of this Lease, other than payment of rent, if such failure continues 30 days after Lessor mails written notice to Lessee. (c) Insolvency of Lessee, or a transfer by Lessee in fraud of creditors, or an assignment by Lessee for the benefit of creditors. (d) Filing by Lessee of a petition in bankruptcy court for voluntary adjudication of bankruptcy, or an adjudication of bankruptcy pursuant to an involuntary bankruptcy petition filed against Lessee. (e) Appointment of a receiver for the leased premises on the petition of any creditor of Lessee or other person asserting a claim against Lessee, or appointment of a receiver for all or substantially all of the assets of Lessee. (f) Deserting or vacating all or substantially all of the premises. Upon the occurrence of any of such events of default, Lessor shall have the option to pursue any one or more of the following events shall be considered Events of Default as said term is used herein, that is to say, ifremedies without any notice or demand except the notice required under subparagraph (b) above: A. Tenant (i) Terminate this Lease, in which event Lessee shall be adjudged an involuntary bankruptimmediately surrender the premises to Lessor, or a decree or order approvingand, as properly filedif Lessee fails to do so, a petition or answer filed against Tenant asking reorganization of Tenant under Lessor may enter upon the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, premises and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of remove the property of Tenant; orLessee. D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver (ii) Take possession of the property of Tenant leased premises and rent or lease the premises to another tenant, in which case Lessee shall be liable for any deficiency, which may be collected by Lessor monthly or from time to time, by suit or otherwise. In the event the rental paid by the replacement tenant is more than the rental under this Lease, such rent shall be retained by Lessor. (iii) Pursue any remedy in court which may be available. The foregoing remedies shall be cumulative and not exclusive, and Lessor may pursue any one or more of the following remedies without being held to have made and such decree or order shall not have been vacatedan election, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made so long as there is no double recovery by Tenant hereunder when due as herein provided and such default shall continue for fiveLessor.

Defaults. Tenant further agrees that any one or more of the following events shall be considered Events of Default as said term is used herein, that is to say, if: A. A default by Tenant shall be adjudged an involuntary bankruptdeemed to have occurred hereunder, if and whenever: (a) any Minimum Rent is in arrears whether or a decree not any notice or order approving, as properly filed, a petition demand for payment has been made by Landlord (with the parties expressly agreeing that no written or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent other notice is required to be made by Landlord); (b) any Additional Rent is in arrears and is not paid within five (5) days after written demand by Landlord; (c) Tenant hereunder when due has breached any of its obligations in this Lease (other than the payment of Rent) and Tenant fails to remedy such breach within fifteen (15) days (or such shorter period as herein may be provided in this Lease), or if such breach cannot reasonably be remedied within fifteen (15) days (or such shorter period), then if Tenant fails to immediately commence to remedy and thereafter proceed diligently to remedy such default breach, in each case after notice in writing from Landlord; (d) Tenant or any Guarantor becomes bankrupt or insolvent or makes any proposal, assignment or arrangement with its creditors, or any steps are taken or proceedings commenced by any person for the dissolution, winding-up or other termination of Tenant's existence or the liquidation of its assets; (e) a trustee, receiver, or like person is appointed with respect to the business or assets of Tenant or any Guarantor; (f) Tenant makes a sale in bulk of all or a substantial portion of its assets other than in conjunction with a transfer approved by Landlord; (g) this Lease or any of Tenant's assets are taken under a writ of execution; (h) Tenant proposes to make a transfer other than in compliance with the provisions of this Lease; (i) Tenant abandons or attempts to abandon the Premises or the Premises become vacant, unoccupied or not open for business during the required hours of the building, for a period of five (5) consecutive days or more without the consent of Landlord; (j) any of Landlord's policies of insurance with respect to the Building are actually or threatened to be canceled or adversely changed as a result of any use or occupancy of the Premises; or (k) any obligations of Tenant or any Guarantor owing to Landlord, whether or not related to this Lease and however arising (whether by operation of law, contract, acquired or otherwise) shall continue for fivebe in default.

Defaults. Tenant further agrees that any one or more of the following events -------- shall be considered Events events of Default default (sometimes herein referred to as a "Default" individually or "Defaults" collectively) as said term is used herein: (a) Tenant shall fail to pay any part of the Rent on the due date and such failure continues for ten (10) days after Landlord's written notice of such failure to Tenant (a "Monetary Default"); or (b) Tenant shall fail to keep, observe or perform any of the other covenants or agreements herein contained to be kept, observed and performed by Tenant (other than those of Article X and such failure shall continue for twenty (20) days after notice thereof in writing to Tenant; provided, however, that is if such failure or default cannot be cured by the payment of money and cannot, by its nature, reasonably be cured within such twenty (20) day period, and Tenant shall, within such twenty (20) day period, commence all efforts to saycure that failure or default and thereafter diligently and continuously pursues such efforts, if:then such failure or default shall not constitute an event of default hereunder; or A. (c) Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal any state or federal bankruptcy laws as now or hereafter amended, or under the laws of any Statestate, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. (d) Tenant shall file, file or admit the jurisdiction of the court and the material allegations contained in, in any petition in bankruptcy, bankruptcy or any petition pursuant to or purporting to be pursuant to the Federal any state or federal bankruptcy laws as now or hereafter amended, or Tenant shall institute any proceeding or shall give its consent to the institution of any proceedings for any relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of or debtors, readjustment of or indebtedness, reorganization, arrangements, composition or extension; or C. (e) Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit (f) The Premises or Tenant's leasehold interest are levied upon under execution or attached by legal process, or a lien is filed in writing its inability to pay its debts as they become duerespect of the Premises or leasehold interest which is not released or discharged within sixty (60) days after the date of filing; or E. The Premises are levied on by any revenue officer or similar officer; or F. (g) A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed vacated or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. (h) Intentionally deleted; or (i) Tenant shall default fails in any payment manner to comply with any of Rent required to be made by Tenant hereunder when due as herein provided the provisions of Article X and such failure continues for fifteen (15) days after written notice from Landlord to Tenant; provided, however, if Tenant commences all efforts to cure such default within such fifteen (15) day period and thereafter diligently and continuously pursues such efforts, then such a default shall continue for fivenot constitute an event of default hereunder unless it is not cured within one hundred twenty (120) days from the date of Landlord's notice to Tenant.

Defaults. Tenant further agrees 12.1 In the event that (i) Lessee shall fail to pay the Base Rent or any amounts payable to Lessor as reimbursement of insurance premiums for insurance policies maintained by Lessor in accordance with Section 9.1 hereof, or any part thereof, within five (5) days after its due date, which failure is not cured within five (5) days after receipt of notice of such failure from Lessor, or (ii) Lessee shall fail to pay any Amounts Due (other than Base Rent or such insurance premiums described in the preceding clause) within thirty (30) days of receipt of notice that the same is due, or (iii) Lessee shall fail to comply with any of the terms, covenants, conditions, or agreements herein contained or any of the rules and regulations now or hereafter established for the government of the Building, which failure is not cured within thirty (30) days after receipt of notice of such failure from Lessor, or (iv) Lessee shall fail to comply with any term provision, condition, or covenant of any other agreement between Lessor and Lessee, which failure is not cured within thirty (30) days after receipt of notice of such failure from Lessor, or (v) Lessee commits any default or breach as defined in any other provision of this lease, which default or breach is not cured within thirty (30) days after receipt of notice of such default or breach from Lessor (provided, however, that if any default by Lessee described in clauses (iii), (iv) or (v) above cannot reasonably be cured within thirty (30) days, then so long as Lessee shall promptly commence and thereafter diligently and in good faith pursue the cure of such default to completion, Lessee shall not be deemed to be in default hereunder), then Lessor shall have the option, but not the obligation, to do any one or more of the following events in addition to, and not in limitation of, any other remedy permitted by law, in equity or by this Lease: 12.1.1 Terminate this Lease, in which event Lessee shall surrender the Premises to Lessor immediately, and recover all sums owing and unpaid as of the date of termination and the unpaid rent. If Lessee refuses to surrender or deliver possession of the Premises to Lessor, Lessor may without notice enter into and upon the Premises, or any portion thereof, and take possession of and repossess the Premises and expel and remove the Lessee and its effects from the Premises, without being liable for prosecution and damages therefore, and without prejudice to any other remedy Lessor may have at law or equity; 12.1.2 Without terminating this Lease, retake possession of the Premises and rent the Premises, or any part thereof, for such term or terms and for such rent and upon such conditions as Lessor may, in its sole discretion, think best, making such changes, improvements, alterations, and repairs to the Premises as may be required. All rent received by Lessor from any reletting shall be considered Events of Default as said term is used herein, that is applied first to say, if: A. Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws payment of any Stateindebtedness other than rent due hereunder from Lessee; second, to the payment of any reasonable costs and expenses of the reletting, including but not limited to brokerage fees, attorneys' fees and costs of such changes, improvements, alterations, and repairs; third, to the payment of rent due and unpaid hereunder; and the residue, if any, shall be enteredheld by Lessor and applied in payment of future rent or damage as they may become due and payable hereunder. If the rent received from the reletting during the Lease Term is at any time insufficient to cover the costs, expenses, and payments enumerated above, Lessee shall pay any such decree deficiency to Lessor, as often as it shall arise, on demand; 12.1.3 Correct or judgment cure the default and recover any amount expended in so doing, together with interest thereon until paid; 12.1.4 Recover any and all costs incurred by Lessor resulting directly, indirectly, approximately, or order shall not have been vacated or stayed or set aside within sixty (60) days remotely from the date of the entry or granting thereof; or B. Tenant shall filedefault, or admit the jurisdiction of the court including but not limited to reasonable attorneys, fees actually incurred and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and calculated at such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fiveattorneys' standard hourly rates.

Defaults. 12.1 If the Landlord provides to the Tenant further agrees that any one written notice of a default in its obligations contained in this Lease (other than a default respecting the payment of Rent) and the Tenant does not rectify such default within ten (10) days thereafter or if more time is reasonably required to cure the default, the Tenant fails to commence curing the default forthwith upon receipt of the following events notice of default from the Landlord or thereafter fails to pursue its completion with all reasonable dispatch, the Landlord shall be considered Events entitled to remedy such default and the cost to the Landlord of Default as said term is used herein, that is to say, if: A. Tenant doing so (including an administrative fee of 15% of such costs which shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization deemed to constitute part of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under Landlord's costs) together with interest thereon at the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days Prescribed Interest Rate from the date of default, shall be paid by the entry Tenant, to the Landlord forthwith upon demand therefor by the Landlord. Nothing in this section 12.1 shall replace or granting thereof; orabrogate the Landlord's right to exercise any of its other rights hereunder which rights are in addition to those contained in this section. In the event of an emergency, the Landlord shall be entitled to proceed to remedy a default without first providing notice to the Tenant. B. 12.2 A default of this Lease shall have occurred if: .1 the tenant defaults in the payment of any Rent (including, without limitation, any regularly scheduled payment on account of Additional Rent); .2 the Tenant shall filedefaults in the payment of any Additional Rent which is not a regularly scheduled payment of Additional Rent, and the default continues for a period of five (5) days following notice from the Landlord; .3 the Tenant fails to cure a default under this Lease (other than a default respecting the payment of Rent) within ten (10) days or admit if more time is reasonably required to cure the jurisdiction default, the Tenant fails to commence curing the default forthwith upon receipt of the court and notice of default from the material allegations contained in, Landlord or thereafter fails to pursue its completion with all reasonable dispatch; .4 any petition in bankruptcy, property of the Tenant becomes subject to an execution which remains outstanding for more than ten (10) days; a receiver of any property of the Tenant is appointed; the Tenant or any petition pursuant guarantor or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief indemnifier of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any this Lease makes an assignment for the benefit of creditors or shall apply makes any assignment or has a receiving order made against it under the Bankruptcy Act and Insolvency Act, or becoming bankrupt or insolvent makes application for relief under the provisions of any statute now or consent hereafter in force concerning bankrupt or insolvent debtors, or any action whatever, legislative or otherwise, is taken with a view to the appointment winding up, dissolution or liquidation of a receiver for the Tenant or any guarantor or indemnifier of this Lease; .5 any insurance policy of the Tenant or the Landlord is cancelled or not renewed by an insurer by reason of the use or occupation of the premises; .6 the Tenant makes any bulk sale or removes any substantial part of the Tenant Property from the Premises other than pursuant to a permitted Transfer or by reason of same no longer being required for the conduct of the Tenant's business provided that other Tenant Property of equal or greater value and utility is contemporaneously substituted therefor; .7 the Tenant defaults in its obligations in any other lease between the Landlord and the Tenant; .8 re-entry is permitted under any other provision of this Lease or in law. 12.3 In the event of the occurrence of a default as defined in section 12.2.4, at the option of the Landlord the Term shall become forfeited and void, and the Landlord may without notice or any form of legal process whatsoever forthwith re-enter the Premises, anything contained in any statute or law to the contrary notwithstanding, and may expel all persons and remove all property from the Premises. In addition to the foregoing, in the event of a default described in Section 12.2.4, the Landlord shall be entitled to receive the then current month's Rent together with Rent for the three (3) months next ensuing which shall immediately become due and payable. 12.4 a) If upon the expiration of the Term, or within fourteen (14) days after termination of the Term by reason of default or other reason, the Tenant has not removed from the Premises all Tenant Property which it is permitted to remove, such Tenant Property shall notwithstanding; i) any Laws (including, without limitation, Common Law); ii) any protestations of the Tenant to the contrary, written or otherwise; iii) any discussions or negotiations between the Landlord and the Tenant or any other party to the contrary that have not been reduced to a Written agreement; and iv) the value of the Tenant Property in question, at the option of the Landlord, be irrevocably deemed to have been abandoned and immediately become the property of Tenant; or D. Tenant shall admit in writing its inability the Landlord without the Landlord having to pay its debts as they become due; or E. The Premises are levied on by any revenue officer compensation therefor to the Tenant or similar officer; or F. A decree or order appointing a receiver of any other Person and without the property of Tenant shall be made need for any notice to the Tenant, and such decree or order shall not have been vacatedthe Landlord may, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon enter the Premises during and remove such Tenant Property, without incurring any liability to the Term hereof; or H. Tenant shall default in or any payment of Rent required to be made by other Person sell, destroy, dispose of, transfer or use the Tenant hereunder when due as herein provided and such default shall continue for fiveProperty.

Defaults. Tenant further agrees that any one or more of the following events shall be considered Events an “event of Default default” as said that term is used herein, that is to say, if: A. Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60a) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are Leased Property is levied on upon by any revenue officer or similar officer; or F. (b) A decree or order appointing a receiver of the Xxxxxx’s property of Tenant shall be is made and such decree or order shall is not have been vacated, stayed vacated or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. (c) Tenant shall default abandons the Leased Property or vacates the same during the term of this Lease; or (d) Tenant defaults in any payment of Rent rent or in any other payment required to be made by Tenant hereunder when due as herein provided or shall default under Paragraph 13 hereof and such default continues for ten (10) business days after written notice thereof to Tenant; or (e) Xxxxxx fails to contest the validity of any lien or claimed lien and to give security to Landlord to insure payment thereof, or having commenced to contest the same and having given such security, fails to prosecute such contest with diligence, or fails to have the same released and satisfy any judgment rendered thereon, and such default continues for ten (10) days after written notice thereof to Tenant; or (f) Tenant defaults in any of the other covenants and agreements herein contained to be kept, observed and performed by Xxxxxx, and such default continues for thirty (30) days after written notice thereof to Tenant; or (g) Tenant is late in the payment of rent or other charges required to be paid hereunder on two or more occasions or defaults in the keeping, observing, or performing any other covenant or agreement herein contained to be kept, observed or performed by Xxxxxx (provided notice of such delinquent payment or other default was given to Tenant, but whether or not Tenant shall continue have timely cured any such default for fivewhich notice was given). Upon the occurrence of any one or more of such events of default, Landlord may at its election terminate this Lease or terminate Tenant's right to possession only, without terminating the Lease. Upon termination of this Lease or of Tenant's right to possession, Landlord may enter the Leased Property with process of law and Landlord shall not be liable for any damages resulting therefrom. Upon termination of this Lease, or upon any termination of the Tenant's right to possession without termination of the Lease, the Tenant shall surrender possession and vacate the Leased Property immediately and deliver possession thereof to the Landlord. Tenant hereby grants to Landlord the full and free right, without demand or notice of any kind to Tenant (except as hereinabove expressly provided for), to enter into and upon the Leased Property in such event with process of law and to repossess the Leased Property as the Landlord's former estate and to expel or remove the Tenant and any others who may be occupying or within the Leased Property without being deemed in any manner guilty of trespass, eviction, or forcible entry or detainer without incurring any liability for any damage resulting therefrom and without relinquishing the Landlord's rights to rent or any other right given to the Landlord hereunder or by operation of law.

Defaults. Tenant further agrees that If Tenant: (i) fails to pay when due any one installment or more other payment of Rent, or to keep in effect any insurance required to be maintained; or (ii) vacates or abandons the following events shall be considered Events Premises, or (iii) becomes insolvent, makes an assignment for the benefit of Default as said term is used hereincreditors, that is to say, if: A. Tenant shall be adjudged files a voluntary bankruptcy or an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer in bankruptcy is filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall which petition is not have been vacated or stayed or set aside dismissed within sixty (60) days from the date of its filing, or (iv) fails to perform or observe any of the entry other covenants, conditions or granting thereof; or B. agreements contained herein on Tenant's part to be kept or performed and such failure shall continue for thirty (30) days after notice thereof given by or on behalf of Landlord, or (v) if the interest of Tenant shall filebe offered for sale or sold under execution or other legal process if Tenant makes any transfer, assignment, conveyance, sale, pledge, disposition of all or admit the jurisdiction a substantial portion of the court and the material allegations contained inTenant's property, then any such event or conduct shall constitute a "default" hereunder. If Tenant shall file a voluntary petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amendedUnited States Bankruptcy Reform Act of 1978, as the same may be from time to time be amended (the "Bankruptcy Code"), or take the benefit of any insolvency act or be dissolved, or if an involuntary petition be filed against Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating pursuant to the relief Bankruptcy Code and said petition is not dismissed within thirty (30) days after such filing, or if a receiver shall be appointed for its business or its assets and the appointment of debtorssuch receiver is not vacated within thirty (30) days after such appointment, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant if it shall make any an assignment for the benefit of creditors or its creditors, then Landlord shall apply for or consent to the appointment of a receiver for Tenant or any have all of the property rights provided for in the event of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver nonpayment of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fiveRent.

Defaults. Tenant further agrees that The occurrence of any one or more of the following events shall constitute a default hereunder by Tenant ("DEFAULT"): (1) The vacation or abandonment of the Premises by Tenant or failure to continuously operate the Club in accordance with Article 8 hereof where Tenant has failed to cure such vacation, abandonment or failure to operate within thirty (30) days following notice from Landlord to Tenant of the need for such cure (the parties agree, however, that cessation of operations of business from the Premises from time to time for the purpose of remodeling the Premises or making alterations, additions or improvements to the Property (collectively "TEMPORARY CLOSURES") shall not be considered Events vacation or abandonment of Default as said term is used herein, the Premises provided and on condition that is to say, if: A. Tenant shall be adjudged use commercially reasonable efforts to complete any and all such work, from time to time, in an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against expeditious and non-disruptive manner). (2) The failure by Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent or any other payment required to be made by Tenant hereunder when due as herein provided and (including the Work Letter), where such default failure shall continue for fivea period of ten (10) business days following notice from Landlord to Tenant that such payment is due; provided, however, Tenant shall be entitled to such notice and opportunity to cure on only two (2) occasions during any Lease Year; (3) The failure by Tenant to observe or perform any of the covenants or provisions of this Lease (including the Work Letter) to be observed or performed by Tenant, other than as specified in Sections 23.1(i) or (ii) hereof, where such failure shall continue for a period of thirty (30) days after notice thereof from Landlord to Tenant. If the nature of the Default is such that more than thirty (30) days are reasonably required for its cure, then Tenant shall not be deemed to be in Default if Tenant shall commence such cure within said thirty-day period and thereafter diligently prosecutes such cure to completion, which completion shall occur not later than one hundred twenty (120) days from the date of such notice from Landlord; (a) The making by Tenant of any general assignment for the benefit of creditors; (b) the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy unless, in the case of a petition filed against Tenant, the same is dismissed within one hundred twenty (120) days; (c) the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within one hundred twenty (120) days; or (d) the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where such seizure is not discharged within 120 days; or (5) The failure by Tenant to open for business to the general public within twelve (12) months following Substantial Completion of the Premises, subject to Force Majeure, within thirty (30) days following notice from Landlord to Tenant of the need for such cure. Any notice provided for in this Section 23.1 shall be in addition to, and not in lieu of, any statutorily required notice regarding unlawful detainer actions. In the event that this Lease is terminated by notice as provided for in Section 23.1(iv) hereof and Tenant shall thereafter seek protection under the Federal Bankruptcy Laws or any state equivalent, then Tenant if a debtor-in-possession agrees to consent to any application by Landlord to terminate the automatic stay provisions of the Federal Bankruptcy Code on the grounds that there is no equity in this Lease as a result of the pre-petition termination notice.

Defaults. Tenant further agrees that The occurrence of any one or more of the following events shall be considered Events of Default as said term is used herein, that is to say, ifconstitute a -------- "Default" hereunder: A. (1) If Tenant shall be adjudged an involuntary bankruptdefaults in the payment of rent (whether Base Rent, Operating Adjustment Rent, Tax Adjustment Rent or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcyAdditional Rent), or any petition pursuant or purporting other sum required to be pursuant paid by this Lease (including but not limited to repayment of the Federal bankruptcy laws now or hereafter amendedConstruction Loan together with all interest thereon as and when due as described in Appendix D attached hereto) and if the default is not remedied within five (5) days after written notice thereof by Landlord to Tenant; (2) If Tenant defaults in the prompt and full performance of any term, covenant, or provision of this Lease (except those specified in Subparagraphs (1), (3), (4), (5), (6), (7) and (8) of this Subparagraph A of Section 11) and if such default is not remedied within thirty (30) days after notice thereof by the Landlord; (3) If Tenant abandons or vacates any portion of the Premises located on Floor 1 of the Building or the Mezzanine of the Building; (4) If the leasehold interest of Tenant is levied upon under execution or is attached under process of law, which levy or attachment continues for a period of thirty (30) days; (5) If Tenant shall institute any proceedings for relief of Tenant under any bankruptcy generally not pay its debts as they become due or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become dueor shall make a general assignment for the benefit of creditors; (6) If Tenant shall commence any case, proceeding or other action seeking organization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property; (7) If Tenant shall take any corporate or other action to authorize any of the actions set forth above in Subparagraphs A(5) and A(6) of this Section 11; or E. The Premises are levied on by (8) If any revenue officer case, proceeding or similar officer; or F. A decree or order appointing a receiver of the property of other action against Tenant shall be made commenced seeking to have an order for relief entered against it as debtor, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property, and such decree case, proceeding or other action (i) results in the entry of an order shall for relief against it which is not have been vacated, fully stayed within seven (7) business days after the entry thereof or set aside within sixty (60ii) days from the date remains undismissed for a period of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fivethirty (30) days.

Defaults. Tenant further agrees (a) In the event that any one a Member provides its written consent to make a Capital Contribution in accordance with Section 3.3(b) or more is required to make a Capital Contribution pursuant to Section 9.1(d)(iv) (each, a “Supplemental Capital Contribution”) or has otherwise committed to make a Capital Contribution under an Annual Plan (each, a “Planned Capital US-DOCS\83202430.20 Contribution”) but fails to make such Capital Contribution to the Company in full when due in accordance with the terms of this Agreement and such failure is not cured within 15 Business Days of such Member’s receipt of written notice from the Company in respect thereof (such event a “Default” and such Member a “Defaulting Member”), then the amount of the following events shall be considered Events of Default as said term is used herein, Capital Contribution that is to say, if: A. Tenant in default (“Defaulted Commitment”) shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under accrue interest at the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days Default Rate from the date due until the earlier of (i) the date such Member pays the full amount of the entry Defaulted Commitment or granting thereof; or(ii) the date Default Loans are made to such Member as provided herein (following which time such Default Loans shall bear interest in the manner described below). A Default by a Member shall be deemed to also be a Default by any other Members that are Affiliates of such Defaulting Member. B. Tenant shall file(b) If a Member commits a Default, or admit the jurisdiction and such Default is not cured within 15 Business Days of the court and written notice of the material allegations contained inDefault to such Member, any petition then distributions that would be made to such Defaulting Member in bankruptcyaccordance with this Agreement shall be withheld by the Company for the purpose of offsetting the Defaulting Member’s Defaulted Commitment until all amounts owed by the Defaulting Member are paid in full. (c) The Company may, or any petition pursuant or purporting in its sole discretion, upon at least 10 Business Days’ notice, request each non-defaulting Member to be pursuant advance to the Federal bankruptcy laws now or hereafter amended, or Tenant Company its respective pro rata portion of a Defaulted Commitment. Any advance made by a non-defaulting Member (“Advancing Member”) shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating constitute a loan (“Default Loan”) from the Advancing Member to the relief Defaulting Member, the proceeds of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant which shall make any assignment for be used to pay the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any amount of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant Defaulted Commitment. Any Default Loan shall be payable on demand by the Defaulting Member and accrue interest at the Default Rate. Any Default Loan made and such decree or order by a Member shall not have been vacated, stayed or set aside within sixty (60) days from the date effect of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in reducing any payment of Rent future Capital Contributions required to be made by Tenant hereunder when due such Member under this Agreement to the extent that the Default Loan has not been repaid in accordance with Section 3.4(d). (d) The Company shall pay and distribute all amounts that the Company would otherwise distribute to a Defaulting Member as herein provided follows and in the following order of priority: (i) first, to the Company to pay the costs and expenses incurred as a result of the Default; (ii) second, to the Advancing Members to repay any related Default Loans, with interest; (iii) third, to the Company to pay interest accrued on the amount in default pursuant to Section 3.4(a); (iv) fourth, to the Company to pay the amount in default (to the extent it has not been paid out of the proceeds of a Default Loan); and (v) fifth, to the Defaulting Member (to the extent of any remaining amounts). All payments made pursuant to this Section 3.4(d) shall be deemed for all purposes of this Agreement to have been distributed or paid to the Defaulting Member. (e) In addition to the remedies described above, in the event of a Default with respect to a Planned Capital Contribution, the Company may, in its sole discretion, upon at least 10 Business Days’ notice, request each non-defaulting Member to make an additional Capital Contribution in an amount equal to its respective pro rata portion of the Defaulted Commitment. To the extent one or more Members make additional Capital Contributions pursuant to this Section 3.3(e), then each Member’s Percentage Interest shall be adjusted based on the Units issued in exchange for such Capital Contributions and the application of the formula contained in the definition of “Percentage Interest” set forth herein. Also, while in Default of a Planned US-DOCS\83202430.20 Capital Contribution, the Defaulting Member shall not be entitled to vote its Member Interest on matters pertaining to the Company, any Manager designated by such Defaulting Member shall not have the right to vote on, and such default Manager’s vote shall continue not be required for, any Board action and such Manager’s presence shall not be required for fivepurposes of determining the presence of a quorum, until all amounts owed by the Defaulting Member are paid in full. (f) The remedies provided for in this Section 3.4 are not exclusive, but are cumulative and in addition to any other rights or remedies the Company or the non-defaulting Members may have at law or in equity against a Defaulting Member. In no event shall the exercise of any of the remedies provided for in this Section 3.4 release a Defaulting Member from its continuing obligation to make any Capital Contributions required under this Agreement.

Defaults. Tenant further agrees that any Any one or more of the following events shall be considered Events a -------- "Subtenant Event of Default as said term is used herein, that is to say, if:Default" hereunder: --------------------------- A. Tenant If Subtenant shall default in any payment of Rent required to be made by Subtenant hereunder when due as herein provided and such default shall continue for five (5) days after the date that such payment became due and payable; or B. If Subtenant breaches Section 6 of this Sublease; or --------- C. If Subtenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant Subtenant asking reorganization of Tenant Subtenant under the Federal federal bankruptcy laws as now or hereafter amended, or under the laws of any Statestate, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant D. Subtenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal federal bankruptcy laws now or hereafter amended, or Tenant Subtenant shall institute any proceedings for relief of Tenant Subtenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant E. If Subtenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant Subtenant or any of the property of TenantSubtenant; or D. Tenant F. If Subtenant shall admit in writing its inability to pay its debts as they become due; or E. The G. If the Subleased Premises are levied on by any revenue officer or similar officer; or F. A H. If a decree or order appointing a receiver of the property of Tenant Subtenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, ; or G. Tenant I. If Subtenant shall abandon the Subleased Premises during the Term hereof; or H. Tenant J. If Subtenant shall default in securing insurance or in providing evidence of insurance as set forth in Section 9 of this Sublease or shall --------- default with respect to lien claims as set forth in Section 20 of ---------- [OSD and PBI Share Space] this Sublease and either such default shall continue for five (5) days after notice thereof in writing to Subtenant; or K. If Subtenant shall, by its act or omission to act, cause a default under the Prime Lease and such default shall not be cured within the time, if any, permitted for such cure under the Prime Lease; or L. If Subtenant shall default in any payment of Rent required the other covenants and agreements herein contained to be made kept, observed and performed by Tenant hereunder when due as herein provided Subtenant, and such default shall continue for fivethirty (30) days after notice thereof in writing to Subtenant, or if such default is of a nature that it cannot be completely remedied within such thirty (30)-day period, if Subtenant does not promptly institute and thereafter diligently prosecute to completion all steps necessary to remedy the default after receipt of notice thereof.

Defaults. Tenant further agrees that any one or more of the following events shall be considered Events of Default as said term is used herein, that is to say, if: A. A default by Tenant shall be adjudged an involuntary bankruptdeemed to have occurred hereunder, if and whenever: (a) any Minimum Rent is in arrears by the fifth of the month, whether or not any notice or demand for payment has been made by Landlord; (b) any Additional Rent is in arrears and is not paid within five (5) days after written demand by Landlord; (c) Tenant has breached any of its obligations in this Lease (other than the payment of Rent) and Tenant fails to remedy such breach within fifteen (15) days (or such shorter period as may provided in this Lease), or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall if such breach cannot reasonably be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside remedied within sixty fifteen (6015) days (or such shorter period), if Tenant fails to immediately commence to remedy and thereafter proceed diligently to remedy such breach, in each case after notice in writing from the date Landlord; then Tenant will be in default of the entry this Lease; (d) Tenant or granting thereof; or B. Tenant shall fileany Guarantor becomes bankrupt or insolvent or makes any proposal, assignment or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcyarrangement with its creditors, or any petition pursuant steps are taken or purporting to be pursuant proceedings commenced by any person for the dissolution, winding-up or other termination of Tenant's existence or the liquidation of its assets; (e) a trustee, receiver, or like person is appointed with respect to the Federal bankruptcy laws now business or hereafter amended, or Tenant shall institute any proceedings for relief assets of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any Guarantor; (f) Tenant makes a sale in bulk of the property all or a substantial portion of its assets other than in conjunction with a transfer approved by (g) this Lease or any of Tenant's assets are taken under a writ of execution; or D. (h) Tenant shall admit proposes to make a transfer other than in writing its inability compliance with the provisions of this Lease; (i) Tenant abandons or attempts to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises or the Premises become vacant, unoccupied or not open for business during the Term required hours pursuant to Article VIII hereof, for a period of five (5) consecutive days or more without the consent of Landlord; or H. Tenant shall default in (j) any payment of Rent required Landlord's policies of insurance with respect to the Office Building are actually or threatened to be made cancelled or adversely changed as a result of any use or occupancy of the Premises; or (k) any obligations of Tenant or any Guarantor owing to Landlord, whether or not related to this Lease and however arising (whether by operation of law, contract, acquired or otherwise) shall be in default. (I) The Tenant hereunder when due as herein provided and such default shall continue is restricted from using the demised premises for fivethe purposes of telemarketing. The total number of occupants in the demised premises is not to exceed more than ten people, at any time during the term of the lease.

Defaults. Tenant further agrees that any one or more Each of the following events shall be considered Events an event of Default as said term is used herein, that is to say, ifdefault (a "Default") under this Lease: A. i. Tenant shall fail to pay any Tenant Direct Expenses which are required to be adjudged an involuntary bankruptreimbursed to Landlord or other Additional Rent or Extended Term Monthly Base Rent (if applicable) (collectively, "Rent") or any other sum due and payable to Landlord under this Lease within ten (10) days after receipt of written notice from Landlord that the same is overdue; ii. Any insurance required to be maintained by Tenant pursuant to this Lease shall be canceled or terminated or shall expire or shall be reduced or materially changed; iii. Tenant shall assign, sublease or otherwise transfer or attempt to transfer all or any portion of Tenant's interest in this Lease or the Property to any party other than as permitted hereunder, or a decree Tenant's interest in this Lease shall be attached, executed upon, or order approvingotherwise judicially seized and such action is not released within ninety (90) days of the action; iv. Tenant shall fail to discharge, as properly filed, a petition bond over or answer otherwise obtain the release of any lien placed upon the Property in violation of this Lease within thirty (30) days after notice to Tenant that any such lien is filed against the Property; v. Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty shall: (60A) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any a general assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fivecreditors;

Defaults. (a) Any of the following events shall be deemed an "EVENT OF DEFAULT" under this Lease: (i) if Tenant further agrees fails to make any payment of Rent on the due date thereof; or (ii) if Tenant breaches any other covenant of this Lease; or (iii) if Tenant becomes involved in a legal proceeding which results in the levy of execution on or the acquisition of Tenant's leasehold interest created hereunder by a trustee in bankruptcy, receiver, assignee or other legal officer appointed in any insolvency or creditors' proceedings; or (iv) if Tenant vacates, surrenders or abandons all or any part of the Premises; or (v) if any lien, judgment, writ, assessment, charge, attachment or execution is filed against Landlord's or Tenant's interest in the Lease or the Premises and/or the fixtures, improvements and furnishings located therein. (b) Upon the occurrence of any one or more Events of Default, Landlord may serve a written ten (10) day notice upon Tenant specifying the nature of said default and upon the expiration of said ten (10) day period, if Tenant has failed to remedy such Event of Default, then Landlord may serve a written three (3) day notice of cancellation of this Lease upon Tenant, and upon the expiration of said three (3) day period, this Lease and the term hereunder shall end and expire as fully and completely as if the expiration of said three (3) day period were the day herein definitely fixed for the end and expiration of this Lease and the Term hereof and Tenant shall then quit and surrender the Premises to Landlord in the condition required hereunder, but Tenant shall remain liable as hereinafter provided. (c) If the notice provided for under Paragraph 19(b) above, shall be given, and the Term hereof shall expire as aforesaid, then and in any such event, Landlord may, without notice, re-enter the Premises either by force or otherwise and dispossess Tenant by summary proceeding or otherwise, and may remove all persons, fixtures and chattels therefrom and Landlord shall not be liable for any damages resulting therefrom and Tenant hereby waives the service of notice of intention to re-enter, retake or commence legal proceeding to that end. Such re-entry and repossession shall not work a forfeiture of the Rent to be paid and the covenants to be performed by Tenant during the full Term of this Lease. Upon such repossession of the Premises, Landlord shall be entitled to recover, as liquidated damages and not as a penalty, a sum of money equal to the present value of the Rent provided herein to be paid by Tenant to Landlord for the remainder of the Term, less the present value of the fair rental value of the Premises for said period, such present value to be computed in each case on the basis of a four (4%) percent per annum discount. Upon the happening of any one or more of the following events Events of Default, Landlord may repossess the Premises by forcible entry or detainer suit, or otherwise, without demand or notice of any kind to Tenant (except as hereinabove expressly provided for) and without terminating this Lease, in which event Landlord may relet all or any part of the Premises for such rent and upon such terms as shall be considered Events satisfactory to Landlord (including the right to relet the Premises for a term greater or lesser than that remaining under the Term of Default as said term is used hereinthis Lease or otherwise). For the purpose of such reletting, Landlord may decorate or make any repairs, changes, alterations or additions in or to the Premises that is to saymay be necessary or convenient. If Landlord does not relet the Premises, if: A. Tenant shall pay to Landlord on demand, as liquidated damages and not as a penalty, a sum equal to the amount of Rent herein to be adjudged an involuntary bankruptpaid by Tenant for the remainder of the Lease Term. If the Premises are relet and a sufficient sum shall not be realized from such reletting after paying all of the expenses of such decorations, repairs, changes, alterations, or a decree or order approvingadditions, as properly filedthe expenses therefrom (including but not by way of limitation, a petition or answer filed against Tenant asking reorganization of Tenant under reasonable attorneys' fees and brokers' commissions), to pay the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date remainder of the entry or granting thereof; or B. Rent to be paid by Tenant over the Lease term, Tenant shall file, pay to Landlord on demand any deficiency. (d) Suit or admit suits for the jurisdiction recovery of the court and the material allegations contained in, any petition in bankruptcysuch damages, or any petition pursuant installments thereof, may be brought by Landlord from time to time at its election, and nothing contained herein shall be deemed to require Landlord to postpone suit until the date when the Term of this Lease would have expired or purporting to be pursuant limit or preclude recovery by Landlord against Tenant of any sums or damages which, in addition to the Federal bankruptcy laws now or hereafter amendeddamages particularly provided above, or Tenant shall institute Landlord may lawfully be entitled by reason of any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to default hereunder on the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property part of Tenant; or D. Tenant shall admit . All the remedies hereinbefore given to Landlord and all rights and remedies given to it at law and in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant equity shall be made cumulative and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fiveconcurrent.

Defaults. Tenant further agrees that any one or more of the following events shall be considered Events an event of Default as said term is used herein, that is to say, if:default ("Event of Default"): A. (a) Tenant shall default (i) in any payment of Base Rent required to be adjudged an involuntary bankruptmade under Section 3.0 hereof or (ii) in any other payment required to be made by Tenant hereunder when due as herein provided, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization including but not limited to payments required to be made under Sections 3.1 and 3.3 hereof (all of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, which other payments shall be entereddeemed "additional rent" payable hereunder), and any such decree default under the foregoing clause (i) or judgment (ii) shall continue for five (5) days after notice thereof in writing to Tenant; or (b) An involuntary case in bankruptcy shall be filed against Tenant under any federal or order state bankruptcy or insolvency act and shall not have been vacated or stayed or set aside dismissed within sixty forty-five (6045) days from the date of the entry or granting filing thereof; or B. (c) Tenant shall file, (i) file or admit the jurisdiction of the court and the material allegations contained in, in any petition in bankruptcy, bankruptcy or any petition pursuant to or purporting to be pursuant to the Federal bankruptcy laws as now or hereafter amendedamended or (ii) institute any proceeding, or Tenant shall institute give its consent to the institution of any proceedings for any relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. (d) Tenant shall (i) make any assignment for the benefit of creditors or shall creditors, (ii) apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant or (iii) admit in writing Tenant's inability to meet Tenant's debts as they mature; or D. Tenant shall admit (e) Tenant's interest in writing its inability to pay its debts as they become duethe Leased Premises an levied on under execution or other legal process; or E. The Premises are levied on by any revenue officer or similar officer; or F. (f) A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed vacated or set aside within sixty thirty (6030) days from the date of entry or granting thereof, ; or G. (g) Tenant shall abandon the Leased Premises or vacate the same during the Term term hereof; or H. (h) Tenant (i) shall default in fail to contest the validity of any lien or claimed lien and give security to Landlord to assure payment of Rent required thereof or (ii) having commenced to be made by Tenant hereunder when due as herein provided contest the same and having given such security, shall fail to prosecute such contest with diligence or shall fail to have the same released and satisfy any judgment rendered thereon, and such default shall continue for fiveten (10) days after notice thereof in writing to Tenant; or (i) Tenant shall fail to remedy any other default in the prompt and full performance of any other provision of this Lease within fifteen (15) days after written demand is made by Landlord (or, in the case of an emergency, Tenant does not immediately commence to rectify such default after notice from Landlord) and any such default is not remedied or prompt and full performance is not accomplished by Tenant or Tenant has not promptly instituted and is not vigorously pursuing such remedies as are necessary to rectify such default within fifteen (15) days after written demand is made by Landlord (or, in the case of an emergency, Tenant does not immediately commence to rectify such default, with or without notice from Landlord); or (j) Tenant shall repeatedly be late in the payment of Base Rent or other charges required to be paid hereunder or shall repeatedly default in the keeping, observing, or performing of any other covenants or agreements herein contained to be kept, observed or performed by Tenant (provided notice of such payment or other defaults shall have been given to Tenant, but whether or not Tenant shall have timely cured any such payment or other defaults of which notice was given).

Defaults. Tenant further agrees that Upon the occurrence of any one or more of the following events (the affected Venturer being herein called the "Defaulting Venturer"): (a) if the Defaulting Venturer shall be considered Events of Default as said term fail to make capital contributions to the Venture that such Venturer is used herein, that is obligated to say, if: A. Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under make pursuant to Article III within the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date 30-day period following receipt of the entry or granting thereof; ornotice of default with respect thereto; B. Tenant (b) if the Defaulting Venturer shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default fail in any payment of Rent required other material respect to be made by Tenant hereunder when due as herein provided perform its obligations and agreements hereunder, and such default shall continue for five30 days after receipt of a notice of default with respect thereto (provided that if either the event or condition causing the default shall be such that it could not reasonably be cured within 30 days, then no default shall be deemed to have occurred hereunder if within such 30-day period the Defaulting Venturer shall have commenced the curing of such default and shall thereafter proceed with all reasonable diligence to complete the same); (c) if the Defaulting Venturer shall be dissolved (except as permitted in Article X); or (d) if the Gaming Authorities provide notice to the effect that the Defaulting Venturer no longer satisfies the criteria for licensure under the Act, or that the gaming license of the Venture or the other Venturer shall be in jeopardy of being revoked, denied or suspended as a result of the continued participation of the Defaulting Venturer in the Venture, and the Defaulting Venturer has exhausted all administrative remedies; (e) if the Defaulting Venturer shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under the present or any future federal bankruptcy, or state insolvency or other relief for debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, conservator or liquidator of such Venturer or of all, or any substantial part of its properties or its interest in the Venture (the term

Defaults. Tenant further agrees that any one or more of the The following events shall be considered Events of Default as said term is used herein, that is to say, ifconstitute a material default under this Lease: A. Tenant shall be adjudged an involuntary bankrupt, (i) The vacating or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date abandonment of the entry or granting thereof; orPremises by Tenant. B. (ii) The failure by Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent rent or any other payment required to be made by Tenant hereunder hereunder, as and when due as herein provided and due, or the failure by Tenant to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Tenant, where such default failure shall continue for fivea period of three (3) days after written notice thereof from Landlord to Tenant. Such notice need be given only once and may state in the alternative that Tenant must pay the sum due or perform the covenant, whichever is applicable, or quit the Premises within said three (3) day period. (iii) The making by Tenant of any general assignment, or general arrangement for the benefit of creditors, (b) the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt or a petition for reorganization or arrangement under any bankruptcy law ________ Tenant ________ Landlord (unless the petition filed against Tenant is dismissed within thirty (30) days; (c) the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within thirty (30) days; or (d) the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where such seizure is not discharged within thirty (30) days. [SEE ADDENDUM SECTION 11.]

Defaults. Tenant further agrees that (a) The occurrence of any one or more of the following events shall be considered Events constitute an "Event of Default as said term is used herein, that is to say, if: A. Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization Default" of Tenant under this Lease: (i) if Tenant fails to pay Base Rent, Additional Rent or any other sum due hereunder as and when such rent or other sum becomes due and such failure shall continue for more than ten (10) days after receipt of written notice from Landlord of such failure; (ii) if Tenant permits to be done anything which creates a lien upon the Federal bankruptcy laws as now Project and fails to discharge such lien, bond such lien or hereafter amendedpost security with Landlord reasonably acceptable to Landlord within thirty (30) days after receipt by Tenant of written notice thereof; (iii) if Tenant fails to maintain in force all policies of insurance required by this Lease and such failure shall continue for more than ten (10) days after Landlord gives Tenant written notice of such failure; (iv) if any petition is filed by or against Tenant or Guarantor under any present or future section or chapter of the Bankruptcy Code, or under any similar law or statute of the laws United States or any state thereof (which, in the case of an involuntary proceeding, is not permanently discharged, dismissed, stayed, or vacated, as the case may be, within ninety (90) days of commencement), or if any State, order for relief shall be entered, and entered against Tenant or the Guarantor in any such decree proceedings; (v) if Tenant or judgment Guarantor becomes insolvent or order shall not have been vacated makes a transfer in fraud of creditors or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any makes an assignment for the benefit of creditors creditors; (vi) if a receiver, custodian, or shall apply trustee is appointed for Tenant's interest in the Project or consent to for all or substantially all of the appointment assets of a receiver for Tenant or Guarantor, which appointment is not vacated within ninety (90) days following the date of such appointment; (vii) if Tenant fails to perform or observe any other term of this Lease and such failure shall continue for more than thirty (30) days after Landlord gives Tenant written notice of such failure, or, if such failure cannot be corrected within such thirty (30) day period, if Tenant does not commence to correct such default within said thirty (30) day period and thereafter diligently prosecute the property correction of Tenantsame to completion within a reasonable time; (viii) if Guarantor fails to perform or observe any other term or provision of this Lease and such failure shall continue for more than thirty (30) days after Landlord gives Guarantor written notice of such failure, or, if such failure cannot be corrected within such thirty (30) day period, if Guarantor does not commence to correct such default within said thirty (30) day period and thereafter diligently prosecutes the correction of same to completion within a reasonable time; (ix) if Tenant notifies Landlord in writing that it does not intend to occupy the Project and/or will not commence payment of Base Rent; or D. Tenant shall admit in writing its inability (x) if Guarantor fails to pay its debts as they become due; or E. The Premises are levied on by execute the Intuit Guaranty simultaneously with the execution of this Lease, or if the Guarantor fails to perform or observe any revenue officer term or similar officer; or F. A decree or order appointing a receiver provision of the property of Tenant shall be made Intuit Guaranty and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default failure shall continue for fivemore than thirty (30) days after Landlord gives Guarantor written notice of such failure, or, if such failure cannot be corrected within such thirty (30) day period, if Guarantor does not commence to cure such default within said thirty (30) day period and thereafter does not prosecute the correction of same to completion within a reasonable amount of time. Landlord agrees that it shall accept a cure by the Guarantor of any default by the Tenant hereunder prior to the date such default has become an Event of Default.

Defaults. Tenant further agrees that Upon the happening of any one or more of the following events shall be considered (individually, an "Event of Default," collectively, "Events of Default as said term Default"): (a) if Borrower shall fail to make any payment when due on any Obligation under this Agreement or any other Loan Document and such failure shall continue for a period of five (5) days; or (b) if Borrower shall fail to maintain the insurance required by Section 8.6 or Section 8.19 of this Agreement; or (c) if Borrower shall fail to comply with any term, condition, covenant or warranty of or in this Agreement other than the failure to maintain insurance in compliance with Section 8.6 and Section 8.19 of this Agreement, and such failure continues for a period in excess of fifteen (15) days after notice thereof is used hereingiven by Lender to Borrower; or (d) if Borrower shall fail to comply with any term, that is condition, covenant, warranty or representation contained in any other agreement between Lender and Borrower executed and/or delivered in connection with the mortgage loan from the Lender to sayBorrower in original principal amount of $3,250,000.00 and the continuance of such failure beyond any applicable grace and/or notice period; or (e) if Borrower shall cease to be Solvent, if: A. Tenant shall be adjudged make an involuntary bankruptassignment for the benefit of its creditors, call a meeting of its creditors to obtain any general financial accommodation, suspend business or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization if any case under any provision of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any StateBankruptcy Code including provisions for reorganizations, shall be enteredcommenced by or against Borrower (and if commenced against Borrower, and any such decree or judgment or order case shall not have been vacated discharged or stayed dismissed within forty-five (45) days of its commencement) or set aside if a receiver, trustee or equivalent officer shall be appointed for all or any of the Properties of Borrower; or (f) if any statement or representation contained in any financial statement or certificate delivered by Borrower to Lender shall be false, in any material respect, when made; or (g) if any federal or state tax lien is filed of record against Borrower or any Guarantor(s), if any, and is not bonded or discharged within sixty (60) days from of filing, unless such lien is being contested by Borrower in good faith and, if necessary, by appropriate proceedings diligently conducted, or appropriate reserves therefore have been established and which, individually or in the date of the entry or granting thereofaggregate, are not material; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension(h) intentionally omitted; or C. Tenant (i) if a judgment shall make be entered against Borrower in any assignment action or proceeding and shall not be stayed, vacated, bonded, paid or discharged within thirty (30) days of entry, except a judgment where the uninsured portion of the claim together with the uninsured portion of all judgments against all Guarantors is less than $100,000.00 in the aggregate and the insurance companies has accepted liability for the benefit insured portion of creditors such judgments in writing; or (j) if any obligation of Borrower in respect of any Indebtedness (other than Indebtedness to Lender) in an amount in excess of $500,000.00 shall be declared to be or shall apply become due and payable prior to its stated maturity; or (k) upon the happening of any Reportable Event which constitutes grounds for the termination of any Plan, or consent if a trustee shall be appointed by an appropriate United States District Court or other court or administrative tribunal to administer any Plan, or if the appointment Pension Benefit Guaranty Corporation shall institute proceedings to terminate any Plan or to appoint a trustee to administer any Plan, and, in each case, such event, individually or in the aggregate, would result in a Material Adverse Effect; or (l) upon the occurrence and continuance of a receiver for Tenant any Material Adverse Effect which impairs Lender's security, increases Lender's risks; or impairs Borrower's ability to perform under this Agreement or under the other Loan Documents; or (m) upon the happening of any of the property events described in Subsections 12.1 (d), (e), (f), (g), (h), (i) or (j) with respect to any Guarantor, if any, or if any such Guarantor purports to terminate its guaranty or upon the death of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made Guarantor, if any, that is a natural person, if any. Then, and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any such event, Lender may terminate this Agreement without prior notice or demand to Borrower or may demand payment in full of Rent required all Obligations (whether otherwise then payable on demand or not) without terminating this Agreement and shall, in any event, be under no further responsibility to be made by Tenant hereunder when due as herein provided and such default shall continue for fiveextend any credit or afford any financial accommodation to Borrower, whether under this Agreement or otherwise.

Defaults. Tenant further agrees that any one or more of the following events shall be considered Events events of Default default as said term is used herein, that is to say, if: A. (a) Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws law as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. (b) Tenant shall file, file or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws as now or hereafter amended, or Tenant shall institute any proceedings or shall give its consent to the institution or any proceedings for any relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. (c) Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. (d) The Leased Premises are levied on upon by any revenue officer or similar officer; or F. (e) A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed vacated or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. (f) Tenant shall default in any monthly payments of rent or in any other payment of Rent required to be made by Tenant hereunder when due as herein provided or shall default under Sections 6.0 or 6.1 hereof and such default shall continue for fiveten (10) days after notice thereof in writing to Tenant; or (g) Tenant shall fail to contest the validity of any lien or claimed lien and give security to Landlord to insure payment thereof, or having commenced to contest the same and having given such security, shall fail to prosecute such contest with diligence, or shall fail to have the same released and satisfy any judgment rendered thereon, and such default continues for ten (10) days after notice thereof in writing to Tenant; or (h) Tenant shall default in any of the other covenants and agreements herein contained to be kept, observed and performed by Tenant, and such default shall continue for thirty (30) days after notice thereof in writing to Tenant. Upon the occurrence of any one or more of such events of default, Landlord may at its election terminate this Lease or terminate Tenant’s right to possession only, without terminating the Lease. Upon termination of this Leases or of Tenant’s right to possession, Landlord may re-enter the Leased Premises with process of law using such force as may be necessary, and remove all persons, fixtures, and chattels therefrom and Landlord shall not be liable for any damages resulting therefrom. Upon termination of the Lease, or upon any termination of the Tenant’s right to possession without termination of the Lease, the Tenant shall surrender possession and vacate the Leased Premises immediately, and deliver possession thereof to the Landlord, and hereby grants to the Landlord the full and free right, without demand or notice of any kind to Tenant (except as hereinabove expressly provided for), to enter into and upon the Leased Premises in such event with process of law and to repossess the Leased Premises as the Landlord’s former estate and to expel or remove the Tenant and any others who may be occupying or within the Leased Premises without being deemed in any manner guilty of trespass, eviction, or forcible entry or detainer without incurring any liability for any damage resulting therefrom and without relinquishing the Landlord’s rights to rent or any other right given to the Landlord hereunder or by operation of law. Upon termination of the Lease, Landlord shall be entitled to recover as damages, all rent and other sums due and payable by Tenant on the date of termination, plus (1) an amount equal to the value of the rent value of the Leased Premises for the residue of the stated term hereof, less the fair rental and other sums provided herein to be paid by Tenant for the residue of the stated term (taking into account the time and expenses necessary to obtain a replacement tenant or tenants, including expenses hereinafter described relating to recovery of the premises, preparation for reletting and for reletting itself), and (2) the cost of performing any other covenants to be performed by Tenant. If the Landlord elects to terminate the Tenant’s right to possession only, without terminating the Lease, the Landlord may, at the Landlord’s option enter into the Leased Premises, remove the Tenant’s signs and other evidences of tenancy, and take and hold possession thereof as hereinabove provided, without such entry and possession terminating the Lease or releasing the Tenant, in whole or in part, from the Tenant’s obligations to pay the rent hereunder for the full term or from any other of its obligations under this Lease. Landlord shall use best efforts to relet all or any part of the Leased Premises for such rent and upon terms as shall be satisfactory to Landlord (including the right to relet the Leased Premises for a term greater or lesser than that remaining under the Lease term, and the right to relet the Leased Premises as a part of a larger area, and the right to change the character or use made of the Leased Premises). For the purpose of such reletting, Landlord may decorate or make any repairs, changes, alterations or additions in or to the Leased Premises that may be necessary or convenient. If Landlord does not relet the Leased Premises, Tenant shall pay to Landlord on demand damages equal to the amount of the rent, and other sums provided herein to be paid by Tenant for the remainder of the Lease term. if the Leased Premises are relet and a sufficient sum shall not be realized from such reletting after paying all of the expenses of such decorations, repairs, changes, alterations, additions, the expenses of such reletting and the collection of the rent accruing therefrom (including, but not by way of limitation, attorneys’ fees and brokers’ commissions), to satisfy the rent herein provided to be paid for the remainder of the Lease term. Tenant shall pay to Landlord on demand any deficiency and Tenant agrees that Landlord may file suit to recover any sums falling due under the terms of this Section from time to time. If Tenant shall default under subsection (i) hereof, and if such default cannot with due diligence be cured within a period of thirty (30) days, and if notice thereof in writing shall have been given to Tenant, and if Tenant promptly commences to eliminate the cause of such default, then Landlord shall not have the right to declare said term ended by reason of such default or to repossess the Leased Premises without terminating the Lease so long as Tenant is proceeding diligently and with reasonable dispatch to take all steps and do all work required to cure such default and does so cure such default, provided, however, that the curing of any default in such manner shall not be construed to limit or restrict the right of Landlord to declare the term ended or to repossess without terminating the Lease, and to enforce all of its right and remedies hereunder for any other default not so cured.

Defaults. Tenant further agrees that The occurrence of any one or more of the following events shall be considered Events of Default as said term is used herein, that is to say, ifconstitute a default (“Default”) hereunder: A. (a) if Tenant defaults in the payment of rent (whether Base Rent or Additional Rent) or any other sum required to be paid pursuant to this Lease and if the default is not remedied within five (5) days after written notice thereof by Landlord to Tenant which notice shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be enteredsatisfy, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from be in addition to, the date notice requirement in Section 791 of the entry or granting thereofCalifornia Civil Code; or B. (b) if Tenant defaults in the prompt and full performance of any term, covenant or provisions of this Lease (except the other subparagraphs of this Section 13.1) and if such default is not remedied within twenty (20) days after notice thereof by the Landlord; provided, however, that if such default is susceptible of being cured but cannot by its nature be cured within twenty (20) days, then Tenant shall file, or admit the jurisdiction of the court have such longer period as is reasonably necessary to cure such default provided Tenant has promptly commenced and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extensionis diligently pursuing such cure; or C. (c) if the leasehold interest of Tenant shall make any assignment is levied upon under execution or is attached under process of law, which levy or attachment continues for the benefit a period of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenantthirty (30) days; or D. (d) if Tenant shall generally not pay its debts as they become due or shall admit in writing its inability to pay its debts as they become dueor shall make a general assignment for the benefit of creditors; or E. The Premises are levied on by (e) if Tenant shall commence any revenue officer case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Tenant or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar officerofficial for Tenant or for all or any substantial part of its property; or F. A decree (f) if any case, proceeding or order appointing a receiver of the property of other action against Tenant shall be made 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 its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for Tenant or for all or any substantial part of its property, and such decree case, proceeding or other action (i) results in the entry of an order shall for relief against Tenant which is not have been vacated, fully stayed within seven (7) days after the entry thereof or set aside within (ii) remains undismissed for a period of sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereofdays; or H. (g) Tenant shall default in any payment fails to comply with the provisions of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for fiveSection 9.3 of this Lease.