Common use of Event of Default Defined Clause in Contracts

Event of Default Defined. Except as may be otherwise provided pursuant to Section 2.03 for Securities of any series, “Event of Default” with respect to Securities of any series wherever used herein, means each one of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body, except as provided in clause (e)): (a) default in the payment of all or any part of the money due on such Security (but not such a default in respect of any other Security of such series or any other series) as and when the same shall become due and payable either upon exercise, upon any redemption or otherwise; or (b) default in the performance, or breach, of any covenant or warranty of the Issuer in respect of the Securities of such series (other than a covenant or warranty in respect of the Securities of such series a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Issuer and the Guarantor, by the Trustee or to the Issuer, the Guarantor and the Trustee by the holders of at least 25% in aggregate number of the Outstanding Warrants of all series affected thereby, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or (c) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Issuer or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (d) the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar

Event of Default Defined. Except The following events (herein referred to as may be otherwise provided pursuant to Section 2.03 for Securities of any series, an “Event of Default” with respect to Securities of any series wherever used herein, means each one of the following events which ”) shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected constitute a default by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body, except as provided in clause (e)):Tenant hereunder: (ai) Tenant shall default in the due and punctual payment of all the Base Rent or any part Additional Rent payable hereunder, and such default shall continue for ten (10) days after receipt of the money due on such Security (but not such a default in respect of any other Security of such series or any other series) as and when the same shall become due and payable either upon exercise, upon any redemption or otherwisewritten notice from Landlord; or (bii) Tenant shall neglect or fail to perform or observe any of the covenants herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after Landlord shall have given to Tenant written notice specifying such neglect or failure (or within such additional period, if any, as may be reasonably required to cure such default in if it is of such nature that it cannot be cured within said thirty (30) day period); or (iii) This Lease or the performancePremises or any part thereof shall be taken upon execution or by other process of law directed against Tenant, or breach, shall be taken upon or subject to any attachment at the instance of any covenant creditor of or warranty of the Issuer in respect of the Securities of such series (other than a covenant or warranty in respect of the Securities of such series a default in whose performance or whose breach is elsewhere in this Section specifically dealt with)claimant against Tenant, and continuance said attachment shall not be discharged or disposed of such default within fifteen (15) days after the levy thereof; or (iv) Tenant vacates or breach abandons the Premises or permits the same to remain vacant or unoccupied for a period of 90 ten (10) continuous business days and discontinues paying rent, then, in any such event, after there written notice has been givenreceived by Tenant from Landlord, by registered Tenant will have ten (10) days to remedy such default, otherwise Landlord shall have the right at its election, or certified mailat any time thereafter, and while such event of default shall continue, to the Issuer and the Guarantor, by the Trustee or to the Issuer, the Guarantor and the Trustee by the holders of at least 25% pursue its remedies as set forth in aggregate number of the Outstanding Warrants of all series affected thereby, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or Subsection (cb) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Issuer or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (d) the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similarbelow.

Event of Default Defined. Except Any of t he fol l o wi ng event s i s hereby defined as may and declared to be otherwise provided pursuant and to Section 2.03 for Securities of any series, “constitute an Event of Default” with respect to Securities of any series wherever used herein, means each one of the following events which shall have occurred and be continuing Default (whatever the reason for such an Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) If default shall be made in the due and punctual payment of any installment of interest on the Note when it becomes due and payable; or (2) If default shall be made in the due and punctual payment of any installment of principal on the Note when it becomes due and payable; or (3) If default shall be made in the due and punctual payment of any other money required to be paid to the Issuer under the provisions hereof and such default shall have continued for a period of ten (10) days after written notice thereof, except as specifying such default, shall have been given by the Issuer or the Trustee to the Borrower; or (4) If default shall be made in the performance or observance of any other of the covenants, agreements or conditions on the part of the Borrower contained in this Financing Agreement or the Note, and such default shall have continued for a period of thirty (30) days after written notice thereof given in the manner provided in clause (e)): (a3) above, without Borrower’s commencing to cure the default in the payment of all or any part of the money due on such Security (but not such a default in respect of any other Security of such series or any other series) as and when the same shall become due and payable either upon exercise, upon any redemption or otherwisewhere permitted; or (b5) default in the performance, or breach, of If any covenant representation or warranty of by the Issuer in respect of the Securities of such series (other than a covenant or warranty in respect of the Securities of such series a default in whose performance or whose breach Borrower is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 90 days after there has been givenfound, by registered or certified mail, to the Issuer and the Guarantor, by the Trustee or to the Issuer, the Guarantor and Trustee or the Trustee by the holders of at least 25% in aggregate number of the Outstanding Warrants of all series affected therebyPurchaser, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunderfalse or misleading; or (c6) If Borrower makes a court having jurisdiction in contract or arrangement of any kind, the premises shall enter performance of which contract or arrangement by another party does or could give rise to a decree or order for relief in respect lien on the Project, without first obtaining the written authorization of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Issuer or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive daysPurchaser; or (d7) If an Event of Default as defined in the Issuer shall commence a voluntary case under Indenture, or any breach of any provision of the Mortgage has occurred and is continuing, taking into account any applicable bankruptcy, insolvency cure or other similar law now grace period as may be provided in the Indenture or hereafter the Mortgage; or (8) If the Borrower shall file a petition in effectbankruptcy or is adjudicated as bankrupt or insolvent, or consent to makes an assignment for the entry benefit of an order for relief in an involuntary case under any such law, its creditors or consent consents to the appointment of a receiver of itself or taking possession of its property, or institutes proceedings for its reorganization, or proceedings instituted by others for its reorganization are not dismissed within thirty (30) days after the institution thereof, or a receiverreceiver or liquidator of the Borrower of any substantial portion of its property is appointed and the order appointing such receiver or liquidator shall not be vacated within thirty (30) days after the entry thereof. Notwithstanding the foregoing, liquidatorso long as an event of Force Majeure is occurring and the Borrower is unable to perform or observe any agreement, assigneeterm or condition hereof which would give rise to an Event of Default under subsection (4) above, custodianthe Borrower shall not be deemed in default during the continuance of such inability. However, trusteethe Borrower shall immediately notify the Trustee and the Issuer of the extent and nature of any problem created by an event of Force Majeure and limit delays in performance to that required by the event and take all reasonable steps to minimize delays. This provision is not effective, sequestrator (however, unless the failure to perform is beyond the control and without the fault or similarnegligence of the Borrower. #2 - Financing Agreement - 27 - Once the event of Force Majeure is over, the Borrower must make all reasonable efforts to become in compliance as soon as possible. If the Borrower does not proceed diligently and come into compliance within 30 days after the event is over, it is then in default.

Event of Default Defined. Except as may Any one or more of the following shall be otherwise provided pursuant to Section 2.03 for Securities of any series, an “Event of Default” with respect to Securities of any series wherever used herein, means each one of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body, except as provided in clause (e)):under this Agreement: (a) default in the payment of all Failure by Lessee or Lessor to pay any part of the money amount due on the date specified that such Security (but not such a default in respect of any other Security of such series or any other series) as and when the same shall become payment is due and payable either upon exercise, upon any redemption or otherwise; orwhich failure shall have continued for a period of ten (10) business days after written notice of such failure shall have been given to the defaulting party by the nondefaulting party. (b) default in the performanceFailure by Lessee or Lessor to observe or perform to a material extent any covenant, condition, or breachagreement on their part to be observed or performed hereunder, of any covenant or warranty of the Issuer in respect of the Securities of such series (other than a covenant payment default by Lessee or warranty Lessor as described in respect of the Securities of such series a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach foregoing subsection (A) for a period of 90 thirty (30) days after there the non-defaulting party has been given, by registered or certified mail, to the Issuer and the Guarantor, by the Trustee or to the Issuer, the Guarantor and the Trustee by the holders of at least 25% in aggregate number of the Outstanding Warrants of all series affected thereby, a given written notice specifying such default or breach and requiring failure, requesting that it to be remedied remedied, and stating that such notice it is a “Notice notice of Default” hereunderdefault; orprovided, however, that, if the default is such that it cannot be corrected within the applicable period, it shall not constitute an Event of Default until ninety (90) days after said default if corrective action is instituted by the party in default within ten (10) days after the non-defaulting party’s notice and diligently pursued until the default is corrected. The foregoing notwithstanding, the defaulting party shall remain liable to the other party for any damages incurred during the period beginning on the date on which the failure of performance occurred through the date on which performance is cured. (c) a court having jurisdiction in the premises shall enter a decree The institution by Lessee or order for relief in respect Lessor of the Issuer in an involuntary case under any applicable bankruptcy, insolvency proceedings to be adjudicated bankrupt or other similar law now or hereafter in effectinsolvent, or appointing the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (sequestrator, or similar official) official or the making by it of an assignment for the Issuer benefit of creditors, or for any substantial part the admission by it in writing of its property inability to pay its debts generally as they become due, or ordering the winding up or liquidation taking of its affairsaction by any of them in furtherance of any such action. The foregoing notwithstanding, and if any such decree or order proceeding is dismissed within ninety (90) days, such proceedings shall remain unstayed and in effect for not create a period of 60 consecutive days; ordefault under this Agreement. (d) the Issuer shall commence a voluntary case under Any material breach of any applicable bankruptcy, insolvency or other similar law now or hereafter representation made in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession this Agreement by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similarparty.

Event of Default Defined. Except as may be otherwise provided pursuant to Section 2.03 for Securities Acceleration of any series, “Event Maturity: Waiver of Default” with respect to Securities of any series wherever used herein, means each . ------------------------------------------------------------ In case one or more of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and "EVENTS OF DEFAULT") (whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body, except as provided in clause (e)):) shall have occurred and be continuing: (a) default in the payment of all or any part of the money due on such Security (but not such a default in respect of any other Security of such series or any other series) as Payment Default shall have occurred and when the same shall become due and payable either upon exercise, upon any redemption or otherwise; orbe continuing; (b) default in the performance, or breach, a breach by either Issuer of any covenant or warranty of the Issuer contained in respect of the Securities of such series Section 3 hereof which remains uncured for five (other than a covenant or warranty in respect of the Securities of such series a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 90 5) days after there has been given, by registered or certified mail, to the Issuer and the Guarantor, receipt of written notice thereof by the Trustee or to Issuers from the Issuer, the Guarantor and the Trustee by the holders of at least 25% in aggregate number of the Outstanding Warrants of all series affected thereby, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; orHolder; (c) a court having jurisdiction Senior Acceleration Event shall have occurred and be continuing and such event shall remain in effect for at least five days or an Other Acceleration Event shall have occurred and be continuing and such event shall remain in effect for at least five days; (d) either Issuer shall permit or suffer to exist the premises shall enter entry of a decree or order for relief relief, entered by a court of competent jurisdiction, in respect of the such Issuer in an involuntary case under any applicable bankruptcy, insolvency or other similar law relating to or affecting creditors' rights generally now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the such Issuer or for any substantial part of its the property of such Issuer or ordering the winding up or liquidation of its affairs, and the affairs of such Issuer or any such case or proceeding shall have been commenced against such Issuer seeking such a decree or order shall remain which remains unstayed and in effect or has not been dismissed for a period of 60 consecutive 90 days; or (de) the either Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law relating to or affecting creditors rights generally now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similarsimilar official) of such Issuer or for any substantial part of the property of such Issuer or such Issuer shall make any general assignment for the benefit of creditors; then, and in each and every such case, other than an Event of Default described in clauses (a) and (b) above, the aggregate principal amount of this Note shall become and be immediately due and payable without any declaration, presentment, demand, protest, notice of default, notice of acceleration or other act on the part of the Holder, all of which are hereby expressly waived. Subject to Section 5 hereof, upon the occurrence of an Event of Default described in clauses (a) or (b), the Holder of this Note may (in addition to any other right, power or remedy permitted to the Holder by law) declare the entire aggregate principal amount of this Note due and payable and the same, together with any accrued and unpaid interest thereon, shall thereupon become forthwith due and payable, without any presentment, demand, protest, notice of default, notice of acceleration or other notices of any kind, all of which are hereby expressly waived.

Event of Default Defined. Except as may be otherwise provided pursuant to Section 2.03 for Securities Each of any series, the following occurrences shall constitute an Event of Default hereunder (hereinafter called “Event of Default” with respect ”): a. Mortgagor shall fail to Securities duly and punctually pay any installment of interest or of principal and interest payable under the Note, or any other payment of money to be made under the Note, or any other default or event of default occurs under the terms of the Note. b. Mortgagor shall default in the performance of or breach of the agreement contained in paragraph 16 hereof. c. Mortgagor shall fail to duly perform or observe any of the covenants or agreements contained in this Mortgage other than covenants, agreements or events of default as defined in this paragraph 21 herein, after 30 days written notice to Mortgagor. d. Mortgagor shall make an assignment for the benefit of creditors, or shall admit in writing inability to pay debts as they become due, or shall generally not be paying its debts as they come due, or shall file a petition in bankruptcy, or shall become or be adjudicated a bankrupt or insolvent, however defined, or shall file a petition seeking any reorganization, dissolution, liquidation, arrangement, composition, readjustment or similar relief under any present or future bankruptcy or insolvency statute, law or regulation or shall file an answer admitting to or not contesting the material allegations of a petition filed against Mortgagor in such proceedings, or shall not, within 30 days after the filing of such petition, have same dismissed or vacated, or shall seek or consent to or acquiesce in the appointment of any series wherever used hereintrustee, means each one receiver or liquidator of a material part of Mortgagor’s properties or of the following events which Mortgaged Property or shall not, within 30 days after the appointment (without Mortgagor’s consent or acquiescence) of a trustee, receiver or liquidator of any material part of Mortgagor’s properties or of the Mortgaged Property, have occurred and be continuing (whatever the reason for such Event appointment vacated. e. A judgment, writ or warrant of Default and whether it attachment or execution, or similar process shall be voluntary entered and become a lien on, or involuntary issued or levied against, the Mortgaged Property or any part thereof and shall not be effected released, vacated or fully bonded within 20 days after its entry, issue or levy. f. A default or event of default, however defined, shall occur under any other mortgage, assignment or other security document constituting a lien on the Mortgaged Property or any part thereof, after 30 days written notice to Mortgagor. g. A default or an event of default shall occur under the Loan Documents (as that term is defined in the Note), which Loan Documents are incorporated herein by reference as if set forth herein in full. h. The Mortgaged Property, or any part thereof, or Mortgagor’s legal and equitable interest therein, shall, without the prior written consent of Mortgagee, be sold, assigned, conveyed, transferred or encumbered, whether voluntarily, involuntarily, due to death or otherwise, or by operation of law law, or, if Mortgagor is a corporation or pursuant partnership, any interest in Mortgagor shall be sold, conveyed, transferred or encumbered, whether voluntarily, involuntarily, due to death or otherwise, or by operation of law; this provision shall apply to each and every sale, assignment, transfer, conveyance or encumbrance regardless of whether or not Mortgagee has in connection with any judgmentprevious sale, decree transfer, conveyance or order encumbrance, consented or waived its rights, whether by action or nonaction. i. If Mortgagor is dissolved or fails to be in good standing under the laws of the State of Delaware, after reasonable notice and opportunity to cure. Immediately upon becoming aware of the existence of any court condition or any order, rule or regulation of any administrative or governmental body, except as provided in clause (e)): (a) default in the payment of all or any part of the money due on such Security (but not such a default in respect of any other Security of such series or any other series) as and when the same shall become due and payable either upon exercise, upon any redemption or otherwise; or (b) default in the performanceevent which constitutes, or breachwhich after notice or lapse of time, or both would constitute, an Event of any covenant or warranty of Default, Mortgagor shall given written notice to Mortgagee specifying the Issuer in respect of the Securities of such series (other than a covenant or warranty in respect of the Securities of such series a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), nature and continuance of such default or breach for a period of 90 days after there existence thereof and what action Mortgagor has been giventaken, by registered is taking or certified mail, proposes to the Issuer and the Guarantor, by the Trustee or to the Issuer, the Guarantor and the Trustee by the holders of at least 25% in aggregate number of the Outstanding Warrants of all series affected thereby, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or (c) a court having jurisdiction in the premises shall enter a decree or order for relief in take with respect of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Issuer or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (d) the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similarthereto.

Event of Default Defined. Except as may be otherwise provided pursuant to Section 2.03 for Securities The occurrence of any series, of the following shall be an “Event of Default” with respect on the part of Lessee: 11.1.1 The failure by Lessee to Securities pay any Rents or taxes when due, and such failure continues for ten (10) days after written notice of such failure to Lessee, provided, however, that Lessor shall not be obligated to provide such written notice more than three (3) times in any twenty-four (24) month period; or 11.1.2 The failure by Lessee to perform any of the other terms and conditions of this Lease and failure to remedy the same within thirty (30) days after receipt of notice from Lessor to do so, provided that in the case of breaches of obligations under this Lease which are susceptible to cure but cannot be cured within thirty (30) days after receipt of notice from Lessor through the exercise of due diligence, so long as the Lessee commences such cure within thirty (30) days after receipt of notice from Lessor and thereafter diligently and continuously pursues such cure, such breach shall not be deemed to create an Event of Default; or 11.1.3 The failure, not timely cured, by Lessee to make any payment or perform any term or condition of the AOBC Purchase Agreement and/or the Tax Agreement. The breach of any series wherever used herein, means each one of the following events which three Agreements shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body, except as provided in clause (e)): (a) default in the payment constitute a breach of all or any part of the money due on three (3) such Security (but not such a default in respect of any other Security of such series or any other series) as and when the same shall become due and payable either upon exercise, upon any redemption or otherwiseAgreements; or (b) default 11.1.4 If Lessee shall make a general assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due, or shall file a petition in bankruptcy, or shall be adjudicated insolvent, or shall file a petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file an answer admitting or not contesting the material allegations of a petition against it in any such proceeding, or shall seek or consent to or acquiesce in the performance, or breach, appointment of any covenant trustee, receiver or warranty liquidator of the Issuer in respect Lessee or any material part of the Securities of such series (other than a covenant or warranty in respect of the Securities of such series a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Issuer and the Guarantor, by the Trustee or to the Issuer, the Guarantor and the Trustee by the holders of at least 25% in aggregate number of the Outstanding Warrants of all series affected thereby, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunderits assets; or (c) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer in 11.1.5 If there is an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Issuer or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (d) the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief, or, in the absence of an order for relief, if, within sixty (60) days after the commencement of any proceeding against Lessee seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief in an involuntary case under any present or future statute, law or regulation, such lawproceeding shall not have been dismissed, or consent to if within sixty (60) days after the appointment without the consent or taking possession by a receiver, liquidator, assignee, custodian, acquiescence of Lessee of any trustee, sequestrator (receiver or similarliquidator of Lessee or of any material part of its assets, such appointment shall not have been vacated; or 11.1.6 If the interest of Xxxxxx in the Premises shall be sold under execution or other legal process.

Event of Default Defined. Except as may be otherwise provided pursuant to Section 2.03 for Securities The occurrence of any series, “Event of Default” with respect to Securities of any series wherever used herein, means each one or more of the following events which shall have occurred constitute a default and be continuing (whatever the reason for such Event breach of Default and whether it shall be voluntary or involuntary or be effected this Lease by operation of law or pursuant Tenant: i. The failure by Tenant to make any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body, except as provided in clause (e)): (a) default in the payment of all or any part of the money due on such Security (but not such a default in respect of any other Security of such series Rent or any other series) payment required to be made by Tenant hereunder, as and when due. ii. The failure by Tenant to observe or perform any of the covenants, conditions or provisions of this Lease (excluding any monetary payment) to be observed or performed by Tenant. iii. The making by Tenant of any general assignment for the benefit of creditors; or the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt, or a petition of reorganization under any law relating to bankruptcy unless, in the case of a petition filed against Tenant, the same shall become due and payable either upon exerciseis dismissed within 60 days; or the appointment of a trustee or a receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, upon any redemption where possession is not restored to Tenant within 30 days; or otherwise; or (b) default in the performanceattachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises, or breachof Tenant's interest in this Lease, of any covenant or warranty of the Issuer in respect of the Securities of where such series (other than a covenant or warranty in respect of the Securities of such series seizure is not discharged within 30 days. Tenant shall have an opportunity to cure a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach under subsection (a)(ii) above for a period of 90 five business days after there has been given, by registered or certified mail, the due date for such payment. Tenant shall have an opportunity to the Issuer and the Guarantor, by the Trustee or to the Issuer, the Guarantor and the Trustee by the holders of at least 25% in aggregate number of the Outstanding Warrants of all series affected thereby, cure a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or under subsection (ca)(iii) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Issuer or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect above for a period of 60 consecutive days30 days after written notice by Landlord to Tenant; or (d) provided that if the Issuer shall nature of Tenant's default is such that more than 30 days is reasonably required for its cure, then Tenant must commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent such cure within said 30-day period and thereafter diligently prosecute such cure to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similarcompletion.

Event of Default Defined. Except The following events (herein referred to as may be otherwise provided pursuant to Section 2.03 for Securities of any series, “an "Event of Default” with respect ") shall constitute a default by Tenant hereunder: (i) Tenant shall fail to Securities of pay the Base Rent, or any series wherever used hereinAdditional Rent payable hereunder, means each one within five (5) days of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether date it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body, except as provided in clause (e)): (a) default in the payment of all or any part of the money due on such Security (but not such a default in respect of any other Security of such series or any other series) as and when the same shall become due and payable either upon exercise, upon any redemption or otherwiseis due; or (bii) Tenant shall neglect or fail to perform or observe any of the covenants herein contained on Tenant's part to be performed or observed and Tenant shall fail to remedy the same within ten (10) days after the Landlord shall have given to Tenant written notice specifying such neglect or failure (or within such additional period, if any, as may be reasonably required to cure such default in if it is of such nature that it cannot be cured within said ten (10) day period, provided Tenant has commenced activities to remedy the performancedefault and such activities continues uninterrupted); or (iii) This Lease or the Premises or any part thereof shall be taken upon execution or by other process of law directed against Tenant, or breach, shall be taken upon or subject to any attachment at the instance of any covenant creditor of or warranty of the Issuer in respect of the Securities of such series (other than a covenant or warranty in respect of the Securities of such series a default in whose performance or whose breach is elsewhere in this Section specifically dealt with)claimant against Tenant, and continuance said attachment shall not be discharged or disposed of such default within fifteen (15) days after the levy thereof; or breach (iv) Tenant vacates or abandons the Premises or permits the same to remain vacant or unoccupied for a period of 90 days ten (10) continuous business days, then, in any such event, after there written notice has been givenreceived by Tenant from Landlord, by registered Tenant will have ten (10) days to remedy such default, otherwise Landlord shall have the right at its election, or certified mailat any time thereafter, and while such event of default shall continue, to the Issuer and the Guarantorpursue its remedies as set forth in Section 21(b)(i, by the Trustee or to the Issuerii, the Guarantor and the Trustee by the holders of at least 25% in aggregate number of the Outstanding Warrants of all series affected thereby, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or (c) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Issuer or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (d) the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar& iii).

Event of Default Defined. Except as may be otherwise provided pursuant to Section 2.03 for Securities Any one or more of any series, the following events shall constitute a default by Tenant under the terms of this Lease (“Event of Default” with respect to Securities of any series wherever used herein, means each one of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body, except as provided in clause (e)”): (a) default in the payment failure to submit plans and/or to continuously and diligently prosecute construction of all or any part of the money due on such Security (but not such a default in respect of any other Security of such series or any other series) as and when the same shall become due and payable either upon exercise, upon any redemption or otherwise; orTenant’s work; (b) default in the performancefailure of Tenant to pay Rent, or breach, other sum of any covenant or warranty of the Issuer in respect of the Securities of such series money due hereunder to Landlord within ten (other than a covenant or warranty in respect of the Securities of such series a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 90 10) days after there has been given, by registered or certified mail, to the Issuer and the Guarantor, by the Trustee or to the Issuer, the Guarantor and the Trustee by the holders of at least 25% in aggregate number of the Outstanding Warrants of all series affected thereby, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice same is a “Notice of Default” hereunder; ordue; (c) a court having jurisdiction sale of Tenant’s interest in the premises shall enter a decree or order for relief in respect of the Issuer in an involuntary case Premises under any applicable bankruptcyattachment, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (execution or similar official) of the Issuer legal process or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; orotherwise without Landlord’s approval; (d) filing of a petition proposing the Issuer adjudication of Tenant or Tenant’s parent company as a bankrupt or insolvent, or the reorganization of Tenant or Tenant’s parent company, or an arrangement by Tenant or Tenant’s parent company with its creditors, unless such petition is withdrawn or disputed by Tenant or Tenant’s parent company within ten (10) days after the date of its filing; (e) admission in writing by Tenant or Tenant’s parent company of its inability to pay its debts when due; (f) appointment of a receiver or trustee for the business or property of Tenant or Tenant’s parent company, unless such appointment shall commence a voluntary case under be vacated within ten (10) days; (g) making by Tenant or Tenant’s parent company of any applicable bankruptcyassignment for the benefit of its creditors; (h) failure of Tenant to open when requires hereunder, insolvency or to continuously operate the Premises in accordance with the Permitted Use during the Term; (i) Tenant’s failure to maintain the quality level of its operation, as measured by responses on the guest questionnaires (guest comment cards, online reviews, or other similar law now quality benchmarks). A failure to maintain quality shall occur if reviews of Tenant’s operation yield ratings that fall below 75% on the resort guest questionnaire or hereafter in effectbelow 3.0 on a 5.0 point scale, or consent to and continue at that level for four consecutive months, unless Tenant can show that the entry of an order for relief in an involuntary case under any such law, or consent to guest questionnaire does not reflect the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similartrue quality level; or,

Event of Default Defined. Except as may Each of the following shall be otherwise provided pursuant to Section 2.03 for Securities of any series, “deemed a material default and breach or Event of Default” with respect to Securities of any series wherever used herein, means each one of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body, except as provided in clause (e)):: (ai) if Lessee shall, after written notice, default in the payment of all rent or any other sum due under this Lease for thirty (30) days after written notice of failure to do so; (ii) if Lessee, after written notice, shall default in the performance or observance of any other term, covenant, or condition of this Lease and shall not cure or remedy such default with reasonable dispatch within a period not exceeding thirty (30) days, unless said default or omission complained of shall be of such a nature that the same cannot be completely cured or remedied diligently within such thirty (30) day period, and shall not thereafter with reasonable diligence and in good faith proceed to remedy or cure such default; (iii) vacating or abandonment of the Premises; (iv) if Lessee's interest, or any part of his interest, in this Lease be assigned or transferred, either voluntarily or by operation of law, without Lessor's consent; (v) the money due on such Security filing or execution or occurrence of: (but not such 1) a default petition or other proceeding by or against Lessee for, or the appointment of, a trustee, receiver, guardian, conservator, or liquidator of Lessee with respect to all or substantially all of his property, except a receiver appointed at the instance or request of Lessor; (2) a petition or other proceeding by or against Lessee for its dissolution or liquidation, or the taking of possession of the property of Lessee by any governmental authority in respect of any other Security of such series connection with dissolution or any other series) as and when the same shall become due and payable either upon exercise, upon any redemption or otherwiseliquidation; or (b3) default the taking by any person of the leasehold created hereby or any part thereof upon execution, attachment or other process of law or equity. (vi) if Lessee, after written notice, fails to take action to remove a lien against the Premises for ten (10) days. In the event, Lessee is aware of any lien filed against the Premises, Lessee shall immediately notify Lessor in writing of the existence of the lien. Notwithstanding anything to the contrary contained in the performanceforegoing default clauses, or breach, the parties hereto agree that if the Lessee shall have defaulted in the performance of any covenant (but not necessarily the same) term or warranty condition of this Lease for three or more times during any twelve month period during the term hereof, then such conduct shall, at the election of the Issuer in respect Lessor, represent a separate event of default which cannot be cured by the Lessee. Lessee acknowledges that the purpose of this provision is to prevent repetitive defaults by the Lessee under the Lease which work a hardship upon the Lessor and deprive the Lessor of the Securities of such series (other than a covenant or warranty in respect of the Securities of such series a default in whose timely performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Issuer and the Guarantor, by the Trustee or to the Issuer, the Guarantor and the Trustee by the holders of at least 25% in aggregate number of the Outstanding Warrants of all series affected thereby, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” Lessee hereunder; or (c) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Issuer or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (d) the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar.

Event of Default Defined. Except as may be otherwise provided pursuant to Section 2.03 for Securities The occurrence of any series, one or more of the following shall constitute an “Event of Default” with respect to Securities of any series wherever as said term is used herein, means each one of the following events which shall have occurred and be continuing (whatever the reason for such any Event of Default and whether it which may occur hereunder shall be voluntary or involuntary or be effected by operation constitute an Event of law or pursuant to any judgment, decree or order Default under each of any court or any order, rule or regulation of any administrative or governmental body, except as provided in clause (e)):the other Loan Documents: (a) default Borrower fails to pay (i) any installment of principal or interest payable pursuant to the Note within ten (10) days after the date notice is received that such payment is due, or (ii) any other amount payable to Lender under the Note, this Agreement or any of the other Loan Documents within ten (10) days after the date when any such payment is due in accordance with the terms hereof or thereof; (b) Borrower fails to perform or cause to be performed any other obligation or observe any other condition, covenant, term, agreement or provision required to be performed or observed by Borrower under this Agreement not otherwise described in Sections 11.1(a), or (c) through (q); provided, however, that if this Agreement does not provide for a specific grace, notice or cure period, and further provided that if such failure by its nature can be cured, then so long as the continued operation and safety and the value of the Premises are not impaired, threatened or jeopardized, Borrower shall have a period (the “Cure Period”) of thirty (30) days after Borrower obtains actual knowledge of such failure or receives written notice of such failure to cure the same and an Event of Default shall not be deemed to exist during the Cure Period, which Cure Period shall, be extended up to an additional sixty (60) days provided that Borrower commences a cure within such initial thirty (30) day period and thereafter diligently and continuously pursues such cure; (c) The existence of any inaccuracy or untruth in any material respect in any representation or warranty contained in this Agreement or any of the other Loan Documents or of any statement or certification as to facts delivered to Lender by Borrower or Guarantor; (d) The occurrence of a Prohibited Transfer (as defined in the payment Deed of Trust); (e) The existence of any collusion, fraud, dishonesty or bad faith by or with the acquiescence of Borrower or Guarantor which in any way relates to or affects this Loan or the Property; (f) The occurrence of a material adverse change in the financial condition of Guarantor, unless within the thirty (30) day period immediately following such aggregate material change (i) Borrower provides Lender with a substitute guarantor whose creditworthiness and real estate experience and skills are comparable to those of the original guarantor and who is otherwise acceptable to Lender in Lender’s sole discretion, and (ii) such substitute guarantor executes a guaranty in favor of Lender in form and substance substantially similar to the existing guaranty and otherwise satisfactory to Lender; (g) Borrower or Guarantor (i) files a voluntary petition in bankruptcy or is adjudicated a bankrupt or insolvent or files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal, state, or other statute or law, or (ii) seeks or consents to or acquiesces in the appointment of any trustee, receiver or similar officer of Borrower or of all or any substantial part of the money due on such Security property of Borrower or Guarantor or any of the Premises; or all or a substantial part of the assets of Borrower or Guarantor are attached, seized, subjected to a writ or distress warrant or are levied upon unless the same is released or located within sixty (but not such a default in respect 60) days; (h) The commencement of any involuntary petition in bankruptcy against Borrower or Guarantor or the institution against Borrower or Guarantor of any reorganization, arrangement, composition, readjustment, dissolution, liquidation or similar proceedings under any present or future federal, state or other Security statute or law, or the appointment of such series a receiver, trustee or similar officer for all or any other seriessubstantial part of the property of Borrower or Guarantor, which shall remain undismissed or undischarged for a period of sixty (60) as days; (i) The dissolution, termination or merger of Borrower or Guarantor unless within the sixty (60) day period immediately following such death or declaration of legal incompetency (i) Borrower provides Lender with a substitute guarantor whose creditworthiness and when real estate experience and skills are comparable to those of the same shall become due original guarantor and payable either upon exercisewho is otherwise acceptable to Lender in Lender’s sole discretion, upon any redemption or otherwiseand (ii) such substitute guarantor executes a guaranty in favor of Lender in form and substance substantially similar to the existing guaranty and otherwise satisfactory to Lender; or (bj) default in the performance, or breach, The occurrence of any covenant or warranty of the Issuer in respect of the Securities of such series (other than a covenant or warranty in respect of the Securities of such series a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Issuer and the Guarantor, by the Trustee or to the Issuer, the Guarantor and the Trustee by the holders of at least 25% in aggregate number of the Outstanding Warrants of all series affected thereby, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a an “Notice Event of Default” hereunder; or (c) a court having jurisdiction in under the premises shall enter a decree Note or order for relief in respect any of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Issuer or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (d) the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similarLoan Documents.

Event of Default Defined. Except as may Any one or more of the following shall be otherwise provided pursuant to Section 2.03 for Securities of any series, “an "Event of Default” with respect to Securities of any series wherever used herein, means each one of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body, except as provided in clause (e)):" under this Agreement: (a) default in the payment of all Failure by Seller or Buyer to pay any part of the money amount due on the date specified that such Security (but not such a default in respect of any other Security of such series or any other series) as and when the same shall become payment is due and payable either upon exercise, upon any redemption or otherwise; orwhich failure shall have continued for a period of five (5) Business Days after written notice of such failure shall have been given to the defaulting party by the non-defaulting party. (b) default in the performanceFailure by Seller or Buyer to observe or perform to a material extent any covenant, condition, or breachagreement on their part to be observed or performed hereunder, of any covenant or warranty of the Issuer in respect of the Securities of such series (other than a covenant payment default by Seller or warranty Buyer as described in respect of the Securities of such series a default in whose performance or whose breach is elsewhere in this Section specifically dealt withforegoing subsection (A), and continuance of such default or breach for a period of 90 days ten (10) Days after there the non-defaulting party has been given, by registered or certified mail, to the Issuer and the Guarantor, by the Trustee or to the Issuer, the Guarantor and the Trustee by the holders of at least 25% in aggregate number of the Outstanding Warrants of all series affected thereby, a given written notice specifying such default or breach and requiring failure, requesting that it to be remedied remedied, and stating that such notice it is a “Notice notice of Default” hereunderdefault; orprovided, however, that if the default is such that it cannot be corrected within the applicable period, it shall not constitute an Event of Default until ninety (90) Days after said default if corrective action is instituted by the party in default within such ten (10) day period and diligently pursued until the default is corrected. The foregoing notwithstanding, the defaulting party shall remain liable to the other party for any damages incurred during the period beginning on the date on which the failure of performance occurred through the date on which performance is cured. (c) a court having jurisdiction in the premises shall enter a decree The institution by Seller or order for relief in respect Buyer of the Issuer in an involuntary case under any applicable bankruptcy, insolvency proceedings to be adjudicated bankrupt or other similar law now or hereafter in effectinsolvent, or appointing the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (sequestrator, or similar official) official or the making by it of an assignment for the Issuer benefit of creditors, or for any substantial part the admission by it in writing of its property inability to pay its debts generally as they become due, or ordering the winding up or liquidation taking of its affairs, and action by any of them in furtherance of any such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; oraction. (d) the Issuer shall commence a voluntary case under Any material breach of any applicable bankruptcy, insolvency or other similar law now or hereafter representation made in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession this Agreement by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similarParty.

Event of Default Defined. Except as may be otherwise provided pursuant to Section 2.03 for Securities The occurrence of any series, one or more of the following shall constitute an “Event of Default” with respect to Securities of any series wherever as said term is used herein, means each one of the following events which shall have occurred and be continuing (whatever the reason for such any Event of Default and whether it which may occur hereunder shall be voluntary or involuntary or be effected by operation constitute an Event of law or pursuant to any judgment, decree or order Default under each of any court or any order, rule or regulation of any administrative or governmental body, except as provided in clause (e)):the other Loan Documents: (a) default in Borrower fails to pay (i) any installment of principal or interest payable pursuant to any of the payment Promissory Note within ten (10) days of all the date when due, or (ii) any other amount payable to Lender under the Promissory Note, this Agreement or any part of the money other Loan Documents within ten (10) days after the date when any such payment is due on such Security (but not such a default in respect of any other Security of such series accordance with the terms hereof or any other series) as and when the same shall become due and payable either upon exercise, upon any redemption or otherwise; orthereof; (b) default Borrower fails to perform or cause to be performed any other obligation or observe any other condition, covenant, term, agreement or provision required to be performed or observed by Borrower under the Promissory Note, this Agreement or any of the other Loan Documents; provided, however, that if such failure by its nature can be cured, then so long as the continued operation and safety of the Premises, and the priority, validity and enforceability of the liens created by the Mortgage or any of the other Loan Documents and the value of the Premises are not impaired, threatened or jeopardized, then Borrower shall have a period (“Cure Period”) of thirty (30) days after Borrower obtains actual knowledge of such failure or receives written notice of such failure to cure the same and an Event of Default shall not be deemed to exist during the Cure Period, provided further that if Borrower commences to cure such failure during the Cure Period and is diligently and in good faith attempting to effect such cure, the Cure Period shall be extended for sixty (60) additional days, but in no event shall the Cure Period be longer than ninety (90) days in the performance, or breach, aggregate; (c) The existence of any covenant inaccuracy or untruth in any material respect in any representation or warranty contained in this Agreement or any of the Issuer other Loan Documents or of any statement or certification as to facts delivered to Lender by Borrower; (d) The disapproval by Lender of any construction work and failure of Borrower to commence correction to the satisfaction of Lender within thirty (30) days thereafter and diligently complete the same; (e) An unreasonable delay in respect the construction of the Securities Project or a discontinuance or abandonment of such series (other than a covenant or warranty in respect of the Securities of such series a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach construction for a period of 90 days after there has been giventhirty (30) days, by registered or certified mail, material failure to adhere to the Issuer Construction Schedule, or in any event a delay in construction of the Project so that the same, in Lender’s judgment, may not be completed on or before the Completion Date; (f) The bankruptcy or insolvency of the General Contractor and failure of Borrower to procure a replacement General Contractor satisfactory to Lender within fifteen (15) days from the Guarantoroccurrence of such bankruptcy or insolvency; (g) The occurrence of a Prohibited Transfer (as defined in the Mortgage); (h) The existence of any collusion, fraud, dishonesty or bad faith by or with the Trustee acquiescence of Borrower which in any way materially relates to or materially affects this Loan or the Project; (i) Failure by Borrower to deposit with Lender funds required to maintain the Loan In Balance within the time and in the manner herein required; (j) If there occurs a material adverse change in the financial condition of Borrower; (k) The termination of the Contract or the Architect’s Contract without Lender’s prior written consent; (1) If the conditions set forth in Section 6.13 hereof are not complied with prior to the Issuer, the Guarantor and the Trustee by the holders of at least 25% in aggregate number of the Outstanding Warrants of all series affected thereby, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or (c) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Issuer or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (d) the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similarCompletion Date;

Event of Default Defined. Except as may be otherwise provided pursuant to Section 2.03 for Securities The occurrence of any series, “of the following shall be an ''Event of Default” with respect " on the part of Lessee: 11.1.1 The failure by Lessee to Securities pay any Rents or taxes when due, and such failure continues for ten (10) days after written notice of such failure to Lessee, provided, however, that Lessor shall not be obligated to provide such written notice more than three (3) times in any twenty-four (24) month period; or 11.1.2 The failure by Lessee to perform any of the other terms and conditions of this Lease and failure to remedy the same within thirty (30) days after receipt of notice from Lessor to do so, provided that in the case of breaches of obligations under this Lease which are susceptible to cure but cannot be cured within thirty (30) days after receipt of notice from Lessor through the exercise of due diligence, so long as the Lessee commences such cure within thirty (30) days after receipt of notice from Lessor and thereafter diligently and continuously pursues such cure, such breach shall not be deemed to create an Event of Default; or 11.1.3 The failure, not timely cured, by Lessee to make any payment or perform any term or condition of the Power Purchase Agreement and/or the Tax Agreement. The breach of any series wherever used herein, means each one of the following events which three Agreements shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body, except as provided in clause (e)): (a) default in the payment constitute a breach of all or any part of the money due on three (3) such Security (but not such a default in respect of any other Security of such series or any other series) as and when the same shall become due and payable either upon exercise, upon any redemption or otherwiseAgreements; or (b) default 11.1.4 If Lessee shall make a general assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due, or shall file a petition in bankruptcy, or shall be adjudicated insolvent, or shall file a petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file an answer admitting or not contesting the material allegations of a petition against it in any such proceeding, or shall seek or consent to or acquiesce in the performance, or breach, appointment of any covenant trustee, receiver or warranty liquidator of the Issuer in respect Lessee or any material part of the Securities of such series (other than a covenant or warranty in respect of the Securities of such series a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Issuer and the Guarantor, by the Trustee or to the Issuer, the Guarantor and the Trustee by the holders of at least 25% in aggregate number of the Outstanding Warrants of all series affected thereby, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunderits assets; or (c) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer in 11.1.5 If there is an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Issuer or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (d) the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief, or, in the absence of an order for relief, if, within sixty (60) days after the commencement of any proceeding against Lessee seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief in an involuntary case under any present or future statute, law or regulation, such lawproceeding shall not have been dismissed, or consent to if within sixty (60) days after the appointment without the consent or taking possession by a receiver, liquidator, assignee, custodian, acquiescence of Lessee of any trustee, sequestrator (receiver or similarliquidator of Lessee or of any material part of its assets, such appointment shall not have been vacated; or 11.1.6 If the interest of Xxxxxx in the Premises shall be sold under execution or other legal process.

Event of Default Defined. Except as may be otherwise provided pursuant to Section 2.03 for Securities The occurrence of any series, “Event of Default” with respect to Securities of any series wherever used herein, means each one or more of the following events which shall have occurred constitute a default and be continuing (whatever the reason for such Event breach of Default and whether it shall be voluntary or involuntary or be effected this Lease by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body, except as provided in clause (e)):Tenant: (a1) default in The vacating or abandonment of the Premises by Tenant after the commencement of the term of this Lease. (2) The failure by Tenant to make any payment of all or any part of the money due on such Security (but not such a default in respect of any other Security of such series Rent or any other series) payment required to be made by Tenant hereunder, as and when the same due, where such failure shall become due and payable either upon exercise, upon any redemption or otherwise; or (b) default in the performance, or breach, of any covenant or warranty of the Issuer in respect of the Securities of such series (other than a covenant or warranty in respect of the Securities of such series a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach continue for a period of 90 three (3) business days after there has been given, written notice thereof by registered Landlord to Tenant. (3) The failure by Tenant to observe or certified mail, to the Issuer and the Guarantor, by the Trustee or to the Issuer, the Guarantor and the Trustee by the holders of at least 25% in aggregate number perform any of the Outstanding Warrants covenants, conditions or provisions of all series affected thereby, a written notice specifying such default or breach and requiring it this Lease (excluding any monetary payment) to be remedied and stating that observed or performed by Tenant, where such notice is a “Notice of Default” hereunder; or (c) a court having jurisdiction in the premises failure shall enter a decree or order for relief in respect of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Issuer or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect continue for a period of 60 consecutive thirty (30) days after written notice by Landlord to Tenant; provided 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 commences such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion. (4) The making by Tenant of any general assignment for the benefit of creditors; or the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt, or a petition of reorganization under any law relating to bankruptcy unless, in the case of a petition filed against Tenant the same is dismissed within sixty (60) days; or or the appointment of a trustee or a receiver to take possession of substantially all of Tenant's assets including those assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within thirty (d30) days; or the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency attachment execution or other similar law now or hereafter in effectjudicial seizure of substantially all of Tenant's assets located at the Premises, or consent to the entry of an order for relief Tenant's interest in an involuntary case under any this Lease, where such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator seizure is not discharged within thirty (or similar30) days

Event of Default Defined. Except as may be otherwise provided pursuant to Section 2.03 for Securities The occurrence of any seriesof the following events or conditions shall constitute an event of default hereunder (each, an “Event of Default” with respect to Securities of any series wherever used herein, means each one of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body, except as provided in clause (e)”): (ai) the Company shall fail to make when due any payments on this Note; (ii) any breach of a representation or warranty of the Company contained in this Note and/or that certain Securities Purchase Agreement dated as of March 30, 2017, between the Company and the Holder (the “Purchase Agreement”), which remains uncured after fifteen (15) business days from the written notice thereof and which breach shall have a material adverse effect on (A) the financial condition of the Company or (B) the ability of the Company to perform under its obligations this Note and/or the Purchase Agreement; (iii) any default in the payment of all material observance or any part of performance by the money due on such Security (but not such a default in respect of any other Security of such series or any other series) as and when the same shall become due and payable either upon exercise, upon any redemption or otherwise; or (b) default in the performance, or breach, Company of any covenant or warranty agreement contained in this Note and/or the Purchase Agreement which default remains uncured after fifteen (15) business days after written notice thereof and which default shall have a material adverse effect on (A) the financial condition of the Issuer in respect Company or (B) the ability of the Securities Company to perform under its obligations this Note and/or the Purchase Agreement; AllianceApex_SPA 3-30-17 (conformed8- K).docxexecution) - 25 - (iv) the Company shall: (A) file a voluntary petition or assignment in bankruptcy or a voluntary petition or assignment or answer seeking liquidation, reorganization, arrangement, readjustment of such series his debts, or any other relief under the Bankruptcy Reform Act of 1978, as amended (other than a covenant or warranty in respect of the Securities of such series a default in whose performance or whose breach is elsewhere in this Section specifically dealt with"Bankruptcy Code"), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Issuer and the Guarantor, by the Trustee or to the Issuer, the Guarantor and the Trustee by the holders of at least 25% in aggregate number of the Outstanding Warrants of all series affected thereby, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or (c) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer in an involuntary case under any applicable bankruptcy, other act or law pertaining to insolvency or other similar law debtor relief, whether State, Federal, or foreign, now or hereafter in effectexisting; (B) enter into any agreement indicating consent to, approval of, or appointing acquiescence in, any such petition or proceeding; (C) apply for or permit the appointment, by consent or acquiescence, of a receiver, custodian or trustee of all or a substantial part of his property; (D) make an assignment for the benefit of creditors; (E) be unable or shall fail to pay his debts generally as such debts become due; and (v) there occurs (A) a filing or issuance against the Company of an involuntary petition in bankruptcy or seeking liquidation, reorganization, arrangement, readjustment of its debts or any other relief under the Bankruptcy Code, or under any other act or law pertaining to insolvency or debtor relief, whether State, Federal or foreign, now or hereafter existing; (B) the involuntary appointment of a receiver, liquidator, assigneecustodian or trustee of the Company or for all or a substantial part of its property; or (C) the issuance of a warrant of attachment, custodian, trustee, sequestrator (execution or similar official) of the Issuer process against all or for any substantial part of its the property or ordering of the winding up or liquidation of its affairs, Company and such decree shall not have been discharged (or order provision shall remain unstayed and in effect not have been made for a period of 60 consecutive days; or (d) the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effectsuch discharge), or consent to stay of execution thereof shall not have been procured, within sixty (60) days from the date of entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similarthereof.

Event of Default Defined. Except Any one or more of the following events shall constitute an “Event of Default”: 15.1.1 The failure of Concessionaire to pay the Monthly Base Rent or any Additional Rent or other sum of money to City as may be otherwise provided and when due, where such failure continues for a period of ten (10) days after receipt of written notice thereof from City to Concessionaire pursuant to Section 2.03 17.1 of the Agreement. In the event that City serves Concessionaire with a Notice to Pay Rent or Quit pursuant to applicable Unlawful Detainer statutes, such Notice to Pay Rent or Quit shall also constitute the notice required by this subsection. 15.1.2 The sale of Concessionaire's interest in the Premises under attachment, execution or similar legal process; or if Concessionaire is adjudicated as bankrupt or insolvent under any state bankruptcy or insolvency law or an order for Securities relief is entered against Concessionaire under the Federal Bankruptcy Code and such adjudication or order is not vacated within ten (10) days. 15.1.3 The commencement of a case under any chapter of the Federal Bankruptcy Code by or against Concessionaire or any guarantor of Concessionaire's obligations hereunder, or the filing of a voluntary or involuntary petition proposing the adjudication of Concessionaire or any guarantor of Concessionaire's obligations hereunder as bankrupt or insolvent, or the reorganization of Concessionaire or any such guarantor of Concessionaire's obligations hereunder, or an arrangement by Concessionaire or any guarantor of Concessionaire's obligations hereunder with its creditors, unless the Bankruptcy Court rules otherwise, or petition is filed or case commenced by a party other than Concessionaire or any such guarantor of Concessionaire's obligations hereunder and is withdrawn or dismissed within thirty (30) days after the date of its filing. 15.1.4 The appointment of a receiver or trustee for the business or property of Concessionaire or any guarantor of Concessionaire's obligations hereunder, unless such appointment shall be vacated within ten (10) days of its entry. 15.1.5 The making by Concessionaire or any guarantor of Concessionaire's obligations hereunder of an assignment for the benefit of its creditors, or if in any other manner Concessionaire's interest in this Agreement shall pass to another by operation of law. 15.1.6 The vacating or abandonment of the Premises at any time during the Term of this Agreement. 15.1.7 The discovery by City that any financial statement or other material financial information delivered to City by Concessionaire or any guarantor of Concessionaire's obligations hereunder is materially false. 15.1.8 Failure by Concessionaire to complete the Capital Improvements accordance with the scheduled time periods and in accordance with the Concept Drawings and Project Schedule delivered to City and approved by City or in accordance with a City approved revisions to the scheduled time periods for completing the Capital Improvements. 15.1.9 Failure by Concessionaire to make two consecutive monthly installment payments of the Discounted Rent pursuant to the terms of Section 3.1.5 of this Agreement. 15.1.10 The occurrence of any series, other event described as constituting an “Event of Default” with respect to Securities of any series wherever used herein, means each one of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body, except elsewhere in this Agreement. Except as provided in clause (e)): (a) Section 15.1.1 or as otherwise set forth in this Agreement, Concessionaire shall be in default in the payment of all or any part of the money due on such Security (but not such a default in respect under this Agreement if Concessionaire fails to perform of any other Security of such series or any other seriesits obligations within thirty (30) as and when the same shall become due and payable either upon exercise, upon any redemption or otherwise; or (b) default in the performance, or breach, of any covenant or warranty of the Issuer in respect of the Securities of such series (other than a covenant or warranty in respect of the Securities of such series a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Issuer and the Guarantor, by the Trustee or to the Issuer, the Guarantor and the Trustee by the holders receipt from City of at least 25% in aggregate number of the Outstanding Warrants of all series affected thereby, a written notice specifying request to do so; provided, however, if the nature of Concessionaire's obligation is such that more than thirty (30) days are required to perform, Concessionaire shall not be deemed in default or breach provided Concessionaire has commenced to cure such nonperformance within such thirty (30) day period and requiring it thereafter continues to be remedied and stating that diligently pursue such notice is a “Notice of Default” hereunder; or (c) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Issuer or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (d) the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent cure to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similarcompletion.

Event of Default Defined. Except as may be otherwise provided pursuant to Section 2.03 for Securities of any series, “Event of Default” with respect to Securities of any series wherever used herein, means each Any one or more of the following events which shall have occurred and be continuing (whatever the reason for such constitute an "Event of Default Default": (1) the sale of Tenant's interest in the Leased Premises under attachment, execution or similar legal process or, if Tenant is adjudicated to be bankrupt or insolvent and whether it shall be such adjudication is not vacated within thirty (30) days; (2) the filing of a voluntary or involuntary petition proposing the adjudication of Tenant or any guarantor of Tenant's obligations hereunder as a bankrupt or insolvent, or the reorganization of Tenant or any such guarantor, or an arrangement by Tenant or any such guarantor with its creditors, whether pursuant to the United States Bankruptcy Act or any similar federal or state proceedings, unless such petition is filed by a party other than Tenant or any such guarantor and is withdrawn or dismissed within thirty (30) days after the date of filing; (3) the admission in writing by Tenant or any such guarantor of its inability to pay its debts when due; (4) the appointment of a receiver or trustee for the business or property of Tenant or any such guarantor, unless such appointment shall be effected vacated within ten (10) days of its entry; (5) the making by Tenant or any such guarantor of an assignment for the benefit of its creditors, or if in any other manner Tenant's interest in this Lease shall pass to another by operation of law or pursuant to any judgment, decree or order in violation of any court or any order, rule or regulation of any administrative or governmental body, except as provided in clause (e)):the liens hereof; (a6) the failure of Tenant to pay any Rent or other sum of money within five (5) business days after written notice (such notice shall take the form of Landlord’s general late notice which shall be sent to Tenant via regular mail) from Landlord that the same is past due hereunder; (7) default by Tenant in the payment of all performance or any part of the money due on such Security (but not such a default in respect of any other Security of such series or any other series) as and when the same shall become due and payable either upon exercise, upon any redemption or otherwise; or (b) default in the performance, or breach, observance of any covenant or warranty agreement of the Issuer in respect of the Securities of such series this Lease (other than a default involving the payment of money), which default is not cured within thirty (30) days after the giving of notice thereof by Landlord, unless such default is of such nature that it cannot be cured within such thirty (30) day period, in which case no Event of Default shall occur so long as Tenant shall commence the curing of the default within such thirty (30) day period and shall thereafter diligently prosecute the curing of same; provided, however, if Tenant shall default in the performance of any such covenant or warranty agreement of this Lease two (2) or more times in respect any twelve (12) month period, then, notwithstanding that such defaults have each been cured by Tenant, any further similar default shall be deemed an Event of Default without the ability for cure; (8) the vacating or abandonment of the Securities Leased Premises by Tenant at any time during the Lease Term; and (9) the occurrence of such series a any other event described as constituting an Event of Default or default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Issuer and the Guarantor, by the Trustee or to the Issuer, the Guarantor and the Trustee by the holders of at least 25% in aggregate number of the Outstanding Warrants of all series affected thereby, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or (c) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Issuer or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (d) the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similarLease.

Event of Default Defined. Except as may be otherwise provided pursuant to Section 2.03 for Securities of any series, “Event of Default” with respect to Securities of any series wherever used herein, means each Any one or more of the following events which shall have occurred and be continuing constitute a default under the terms of this Lease (whatever the reason for such "Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body, except as provided in clause (e)Default"): (a) default in the payment failure of all Tenant to pay any Rent or any part other sum of the money due on such Security (but not such a default in respect of any other Security of such series hereunder to Landlord or any other seriesperson within ten (10) as and when calendar days after written notice thereof from Landlord that the same shall become due and payable either upon exercise, upon any redemption or otherwise; oris due; (b) default sale of Tenant's interest in the performancePremises under attachment, execution or similar legal process or otherwise without Landlord's approval; (c) filing of a petition proposing the adjudication of Tenant as a bankrupt or insolvent, or breachthe reorganization of Tenant, or an arrangement by Tenant with its creditors, whether pursuant to the Federal Bankruptcy Act or any similar Federal or state proceeding, unless such petition is filed by a party other than Tenant and is withdrawn or dismissed within sixty (60) days after the date of its filing; (d) admission in writing by Tenant of its inability to pay its debts when due; (e) appointment of a receiver or trustee for the business or property of Tenant, unless such appointment shall be vacated within thirty (30) days of its entry; (f) making by Tenant of an assignment for the benefit of its creditors; and (g) default by Tenant in the performance or observance of any covenant or warranty agreement of the Issuer in respect of the Securities of such series this Lease to be performed or observed by Tenant (other than as set forth in clauses (a) through (f) above), which default is not cured within thirty (30) days after the giving of notice thereof by Landlord, unless such default is of such nature that it cannot be cured within said thirty (30) day period, in which event an Event of Default shall not be deemed to have occurred if Tenant institutes a cure within such thirty (30) day period and thereafter diligently and continuously prosecutes the curing of same until completion, but in no event shall such cure period exceed ninety (90) days. Provided, however, that if Tenant shall default in the performance of the same or any similar covenant or warranty agreement two (2) or more times in respect of the Securities of such series a default in whose performance or whose breach is elsewhere in this Section specifically dealt with)any twelve (12) month period, and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Issuer and the Guarantor, by the Trustee or to the Issuer, the Guarantor and the Trustee by the holders of at least 25% in aggregate number of the Outstanding Warrants of all series affected thereby, a written notice specifying such default or breach and requiring it to be remedied and stating then notwithstanding that such notice is a “Notice defaults have each been cured by Tenant, any further similar defaults shall be deemed an Event of Default” hereunder; or (c) a court having jurisdiction in Default without the premises shall enter a decree or order for relief in respect of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Issuer or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (d) the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent ability to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similarcure.