Common use of Events of Default by Tenant Clause in Contracts

Events of Default by Tenant. The occurrence of any of the following shall constitute a material default and breach of the Lease by Tenant: (A) The failure by Tenant to pay Base Rent or make any other payment required to be made by Tenant hereunder within five (5) calendar days from the date Tenant receives notice from Landlord of said failure to pay (`Notice Of Failure To Pay Rent"). Provided, however, if Landlord at any time during the Term hereof delivers to Tenant a Notice Of Failure To Pay Rent, then for the next following twelve (12) calendar months following the date Landlord delivered said Notice Of Failure To Pay Rent, Tenant shall be deemed to have committed a material default and breach of this Lease if it fails to pay Base Rent or make any other payment required to be made by Tenant hereunder within five (5) calendar days from the date when due, without notice. (B) The abandonment of the Premises by Tenant. (C) The failure by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant, other than those described in Sections 15.01(A) and 15.01(B) above, if such failure continues for fifteen (15) business days after written notice thereof (which notice shall describe in reasonable detail the nature and extent of the failure and the Lease provision containing Tenant's obligation to cure the same) by Landlord to Tenant; provided, however, that if the nature of the default is such that it cannot be cured within the fifteen (15) business day period, no default shall exist if Tenant commences the curing of the default within the fifteen (15) business day period and thereafter diligently prosecutes the same to completion. The fifteen (15) business day notice described herein shall be in lieu of, and not in addition to, any notice required under Section 1161 of the California Code of Civil Procedure or any other law now or hereafter in effect requiring that notice of default be given prior to the commencement of an unlawful detainer or other legal proceeding. (D) The making by Tenant of any general assignment for the benefit of creditors, the filing by or against Tenant of a petition under any federal or state bankruptcy or insolvency laws (unless, in the case of a petition filed against Tenant the same is dismissed within sixty (60) calendar days after filing); the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets at the Premises or Tenant's interest in this Lease or the Premises, when possession is not restored to Tenant within sixty (60) calendar days; or the attachment, execution or other seizure of substantially all of Tenant's assets located at the Premises or Tenant's interest in this Lease or the Premises, if such seizure is not discharged within sixty (60) calendar days. (E) Any material misrepresentation herein, or intentional material misrepresentation or intentional omission in any financial statements or other materials provided by Tenant in connection with negotiating or entering into this Lease or in connection with any Transfer under Section 14.01.

Events of Default by Tenant. The occurrence of any of the following shall constitute a material default and breach of the this Lease by Tenant: (A) The failure by Tenant to pay Base Rent or make any other payment required to be made by Tenant hereunder within five (5) calendar days from the date Tenant receives notice from Landlord of said failure to pay (`Notice Of Failure To Pay Rent"). Provided, however, if Landlord at any time during the Term hereof delivers to Tenant a Notice Of Failure To Pay Rent, then for the next following twelve (12) calendar months following the date Landlord delivered said Notice Of Failure To Pay Rent, Tenant shall be deemed to have committed a material default as and breach of this Lease if it fails to pay Base Rent or make any other payment required to be made by Tenant hereunder within five (5) calendar days from the date when due, without notice. (B) The abandonment of the Premises by TenantTenant or the vacation of the Premises by Tenant for fourteen (14) consecutive days (with or without the payment of Rent). (C) The failure by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant, other than those described in Sections 15.01(A) and 15.01(B) Article 13 above, if such failure continues for fifteen ten (1510) business days after written notice thereof (which notice shall describe in reasonable detail the nature and extent of the failure and the Lease provision containing Tenant's obligation to cure the same) by Landlord to Tenant; : provided, however, that if the nature of the default is such that it cannot be cured within the fifteen ten (1510) business day period, no default shall exist if Tenant commences the curing of the default within the fifteen ten (1510) business day period and thereafter diligently prosecutes the same to completion. The fifteen ten (1510) business day notice described herein shall be in lieu of, and not in addition to, any notice required under Section 1161 of the California Code of Civil Procedure or any other law now or hereafter in effect requiring that notice of default be given prior to the commencement of an unlawful detainer or other legal proceeding. (D) The making by Tenant of any general assignment for the benefit of creditors, the filing by or against Tenant of a petition under any federal or state bankruptcy or insolvency laws (unless, in the case of a petition filed against Tenant Tenant, the same is dismissed within sixty thirty (6030) calendar days after filing); the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets at the Premises or Tenant's interest in this Lease or the Premises, when possession is not restored to Tenant within sixty thirty (6030) calendar days; or the attachment, execution or other seizure of substantially all of Tenant's assets located at the Premises or Tenant's interest in this Lease or the Premises, if such seizure is not discharged within sixty thirty (6030) calendar days. (E) Any material misrepresentation herein, or intentional material misrepresentation or intentional omission in any financial statements or other materials provided by Tenant in connection with negotiating or entering into this Lease or in connection with any Transfer under Section 14.01.

Events of Default by Tenant. The occurrence of any of the following shall constitute a material default and breach of the this Lease by Tenant:Tenant (an "EVENT OF DEFAULT"): (Aa) The Any failure by Tenant to pay Base any Rent or make any other payment charge required to be made by Tenant hereunder paid under this Lease, or any part thereof, (i) within five seven (57) calendar days from the date Tenant receives after written notice from Landlord of said failure to pay (`Notice Of Failure To Pay Rent"). Provided, however, if Landlord at any time during the Term hereof delivers to Tenant a Notice Of Failure To Pay Rent, then for the next following twelve (12) calendar months following the date Landlord delivered said Notice Of Failure To Pay Rent, Tenant shall be deemed to have committed a material default and breach of this Lease if it fails to pay Base Rent or make any other payment required to be made by Tenant hereunder within five (5) calendar days from the date that such amount has not been paid when due, without noticeor (ii) within three (3) days of notice that the same is due if Tenant has received notice pursuant to clause (i) within the preceding year, which notice shall be in lieu of any notice required under any Law now or hereafter in effect requiring that notice of default be given prior to commencement of an unlawful detainer or other legal proceeding. (Bb) The abandonment Any failure by Tenant to execute and deliver any statement or document described in Articles 18 and 22 requested by Landlord within the time periods specified therein, where such failure continues for ten (10) days after delivery of the Premises written notice of such failure by TenantLandlord to Tenant which notice shall be in lieu of, and not in addition to, any notice required under any Law now or hereafter in effect requiring that notice of default be given prior to commencement of an unlawful detainer or other legal proceeding. (Cc) The failure by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant, other than those described in Sections 15.01(A16.1(a), 16.1(b) and 15.01(B16.1(c) above, if such failure continues for fifteen twenty (1520) business days (except where a different period of time is specified in this Lease, in which case such different time period shall apply) after written notice thereof (which notice shall describe in reasonable detail the nature and extent of the failure and the Lease provision containing Tenant's obligation to cure the same) by Landlord to Tenant; provided, however, that if the nature of the default is such that it cannot be cured within the fifteen twenty (1520) business day period, no default shall exist if Tenant commences the curing of the default within the fifteen twenty (1520) business day period and thereafter diligently prosecutes the same to completion. The fifteen twenty (1520) business day notice described herein shall be in lieu of, and not in addition to, any notice required under Section 1161 of the California Code of Civil Procedure or any other law Law now or hereafter in effect requiring that notice of default be given prior to the commencement of an unlawful detainer or other legal proceeding. (Dd) The making or furnishing by Tenant of any warranty, representation or statement to Landlord in connection with this Lease, or any other agreement to which Tenant and Landlord are parties, which is false or misleading in any material respect when made or furnished. (e) The assignment, subletting or other Transfer, or any attempted assignment, subletting or other Transfer, of this Lease in violation of Article 15. (f) Any instance whereby Tenant or any general partner of Tenant shall cease doing business as a going concern, make an assignment for the benefit of creditors, the filing by generally not pay its debts as they become due or against Tenant of admit in writing its inability to pay its debts as they become due, file a petition commencing a voluntary case under any federal chapter of the Bankruptcy Code, be adjudicated an insolvent, file a petition seeking for itself any reorganization, composition, readjustment, liquidation, dissolution or state bankruptcy similar arrangement under the Bankruptcy Code or insolvency laws (unlessany other present or future similar statute, in law, rule or regulation, or file an answer admitting the case material allegations of a petition filed against it in any such proceeding, consent to the filing of such a petition or acquiesce in the appointment of a trustee, receiver, custodian or other similar official for it or of all or any substantial part of its assets or properties, or take any action looking to its dissolution or liquidation. (g) Any instance whereby a case, proceeding or other action shall be instituted against Tenant or any general partner of Tenant seeking the same is dismissed entry of an order for relief against Tenant or any general partner thereof as debtor, to adjudicate Tenant or any general partner thereof as a bankrupt or insolvent, or seeking reorganization, arrangement, readjustment, liquidation, dissolution or similar relief against Tenant or any general partner thereof under the Bankruptcy Code or any other present or future similar statute, law, rule or regulation, which case, proceeding or other action either results in such entry, adjudication or issuance or entry of any other order or judgment having a similar effect, or remains undismissed for sixty (60) days, or within sixty (60) calendar days after filing); the appointment (without Tenant's or such general partner's consent) of any trustee, receiver, custodian or other similar official for it or such general partner, or of all or any substantial part of its or such general partner's assets and properties, such appointment shall not be vacated. (h) The appointment of a receiver, trustee or receiver custodian to take possession of substantially all or any substantial portion of the assets of Tenant, or the formation of any committee of Tenant's assets at the Premises or Tenant's interest in this Lease or the Premises, when possession is not restored to Tenant within sixty (60) calendar days; or the attachment, execution or other seizure of substantially all of Tenant's assets located at the Premises or Tenant's interest in this Lease or the Premises, if such seizure is not discharged within sixty (60) calendar days. (E) Any material misrepresentation hereincreditors, or intentional material misrepresentation any class thereof, for the purpose of monitoring or intentional omission in any investigating the financial statements affairs of Tenant or other materials provided by Tenant in connection with negotiating or entering into this Lease or in connection with any Transfer under Section 14.01enforcing such creditors' rights.

Events of Default by Tenant. The occurrence of any of the --------------------------- following shall constitute a material default and breach of the this Lease by Tenant: (A) The failure by Tenant to pay Base Rent or make any other payment required to be made by Tenant hereunder within five (5) calendar days from the date Tenant receives notice from Landlord of said failure to pay (`Notice Of Failure To Pay Rent"). Provided, however, if Landlord at any time during the Term hereof delivers to Tenant a Notice Of Failure To Pay Rent, then for the next following twelve (12) calendar months following the date Landlord delivered said Notice Of Failure To Pay Rent, Tenant shall be deemed to have committed a material default as and breach of this Lease if it fails to pay Base Rent or make any other payment required to be made by Tenant hereunder within five (5) calendar days from the date when due, without notice. (B) The abandonment of the Premises by TenantTenant or the vacation of the Premises by Tenant for fourteen (14) consecutive days (with or without the payment of Rent). (C) The failure by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant, other than those described in Sections 15.01(A15.1 (A) and 15.01(B15.1 (B) above, if such failure continues for fifteen ten (1510) business days days. after written notice thereof (which notice shall describe in reasonable detail the nature and extent of the failure and the Lease provision containing Tenant's obligation to cure the same) by Landlord to Tenant; provided, however, that if the nature of the default is such that it cannot be cured within the fifteen ten (1510) business day period, no default shall exist if Tenant commences the curing of the default within the fifteen ten (1510) business day period and thereafter diligently prosecutes the same to completion. The fifteen ten (1510) business day notice described herein shall be in lieu of, and not in addition to, any notice required under Section 1161 of the California Code of Civil Procedure or any other law now or hereafter in effect requiring that notice of default be given prior to the commencement of an unlawful detainer or other legal proceeding. (D) The making by Tenant or its Guarantor of any general assignment for the benefit of creditors, the filing by or against Tenant or its Guarantor of a petition under any federal or state bankruptcy or insolvency laws (unless, in the case of a petition filed against Tenant or its Guarantor the same is dismissed within sixty thirty (6030) calendar days after filing); the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets at the Premises or Tenant's interest in this Lease or the Premises, ; when possession is not restored to Tenant within sixty thirty (6030) calendar days; or the attachment, execution execution, or other seizure of substantially all of Tenant's assets located at the Premises or Tenant's interest in this Lease or the Premises, if such seizure is not discharged within sixty thirty (6030) calendar days. (E) Any material misrepresentation herein, or intentional material misrepresentation or intentional omission in any financial statements or other materials provided by Tenant or any Guarantor in connection with negotiating or entering into this Lease or in connection with any Transfer under Section 14.0114.1.

Events of Default by Tenant. The occurrence of any of the following shall constitute a material default and breach of the this Lease by Tenant: (A) The failure by Tenant to pay Base Rent or make any other payment required to be made by Tenant hereunder within five (5) calendar days from the date Tenant receives notice from Landlord of said failure to pay (`Notice Of Failure To Pay Rent"). Provided, however, if Landlord at any time during the Term hereof delivers to Tenant a Notice Of Failure To Pay Rent, then for the next following twelve (12) calendar months following the date Landlord delivered said Notice Of Failure To Pay Rent, Tenant shall be deemed to have committed a material default as and breach of this Lease if it fails to pay Base Rent or make any other payment required to be made by Tenant hereunder within five (5) calendar days from the date when due, without notice. (B) The abandonment of the Premises by TenantTenant for fourteen (14) consecutive days (without the payment of Rent). (C) The failure by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant, other than those described in Sections 15.01(A) and 15.01(B) Article 16 above, if such failure continues for fifteen ten (1510) business days after written notice thereof (which notice shall describe in reasonable detail the nature and extent of the failure and the Lease provision containing Tenant's obligation to cure the same) by Landlord to Tenant; : provided, however, that if the nature of the default is such that it cannot be cured within the fifteen ten (1510) business day period, no default shall exist if Tenant commences the curing of the default within the fifteen ten (1510) business day period and thereafter diligently prosecutes the same to completion. The fifteen ten (1510) business day notice described herein shall be in lieu of, and not in addition to, any notice required under Section 1161 of the California Code of Civil Procedure or any other law now or hereafter in effect requiring that notice of default be given prior to the commencement of an unlawful detainer or other legal proceeding. (D) The making by Tenant of any general assignment for the benefit of creditors, the filing by or against Tenant of a petition under any federal or state bankruptcy or insolvency laws (unless, in the case of a petition filed against Tenant Tenant, the same is dismissed within sixty thirty (6030) calendar days after filing); the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets at the Premises or Tenant's interest in this Lease or the Premises, when possession is not restored to Tenant within sixty thirty (6030) calendar days; or the attachment, execution or other seizure of substantially all of Tenant's assets located at the Premises or Tenant's interest in this Lease or the Premises, if such seizure is not discharged within sixty thirty (6030) calendar days. (E) Any material misrepresentation herein, or intentional material misrepresentation or intentional omission in any financial statements or other materials provided by Tenant in connection with negotiating or entering into this Lease or in connection with any Transfer under Section 14.01.

Events of Default by Tenant. The occurrence of any Each of the following acts or omissions of Tenant or occurrences shall constitute a material default and breach an “Event of the Lease by TenantDefault”: (A) The 15.1.1 Any failure or refusal by Tenant to timely pay Base any Rent or make any other payment payments or charges required to be made by Tenant hereunder paid hereunder, or any portion thereof, within five (5) calendar days from the date Tenant receives notice from Landlord of said failure to pay (`Notice Of Failure To Pay Rent"). Provided, however, if Landlord at any time during the Term hereof delivers to Tenant a Notice Of Failure To Pay Rent, then for the next following twelve (12) calendar months following the date Landlord delivered said Notice Of Failure To Pay Rent, Tenant shall be deemed to have committed a material default and breach of this Lease if it fails to pay Base Rent or make any other payment required to be made by Tenant hereunder within five (5) calendar days from the date when due, without notice. (B) The abandonment of the Premises by Tenant. (C) The failure by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant, other than those described in Sections 15.01(A) and 15.01(B) above, if such failure continues for fifteen (15) business days after written of notice thereof (which notice shall describe in reasonable detail that the nature and extent of the failure and the Lease provision containing Tenant's obligation to cure the same) by Landlord to Tenantsame is due; provided, however, that Landlord shall not be required to send such written notice to Tenant more than twice in any twelve (12)-month period and after two (2) such written notices, Landlord shall have no obligation to give Tenant written notice of any subsequent default during the remainder of such twelve (12)-month period and Tenant’s failure or refusal to timely pay Rent or other sums hereunder when due during the remainder of such twelve (12)-month period shall constitute an Event of Default. 15.1.2 Any failure by Tenant to perform or observe any other covenant or condition of this Lease if such failure continues for a period of ten (10) days following written notice to Tenant of such failure; provided, however, that in the nature event Tenant’s failure to perform or observe any covenant or condition of the default is such that it this Lease to be performed or observed by Tenant cannot reasonably be cured within the fifteen ten (1510) business day perioddays following written notice to Tenant, no Tenant shall not be in default shall exist if Tenant commences the curing of the default to cure same within the fifteen ten (15) business day 10)-day period and thereafter diligently prosecutes the curing thereof to completion within thirty (30) days following such written notice; provided, however, that Landlord shall not be required to send such written notice to Tenant more than three (3) times in any twelve (12)-month period for the same non-monetary default and after three (3) such written notices for the same non-monetary default, Landlord shall have no obligation to completiongive Tenant written notice of the same non-monetary default during the remainder of such twelve (12)-month period and such third same non-monetary default shall, at the election of Landlord, constitute an Event of Default without further notice and opportunity to cure. 15.1.3 The filing or execution or occurrence of any one of the following: (i) a petition in bankruptcy or other insolvency proceeding by or against Tenant, (ii) petition or answer seeking relief under any provision of the Bankruptcy Act, (iii) an assignment for the benefit of creditors, (iv) a petition or other proceeding by or against Tenant for the appointment of a trustee, receiver or liquidator of Tenant or any of Tenant’s property which proceeding or appointment is not dismissed within ninety (90) days, or (v) a proceeding by any governmental authority for the dissolution or liquidation of Tenant or any other instance whereby Tenant or any general partner of Tenant shall cease doing business as a going concern, which proceeding is not dismissed within ninety (90) days. 15.1.4 Any Event of Default by Tenant under Section 15.1.1 in an amount equal to or greater than $200,000.00, and/or any Event of Default by one or more other Telx Tenants under any other MMR Lease which, when aggregated with any Event of Default by Tenant under Section 15,1.1, is in an amount equal to or greater than $200,000.00 (any such event, a “Material Monetary Default”) which is not cured within ten (10) days following written notice (a “Cross-Default Notice”) from Landlord to Tenant and all other Telx Tenants that Landlord intends to exercise its Cross-Default Remedy (as defined and limited as provided in Section 15.3); provided, however, if either Landlord sells the Building to a party that is not an Affiliate of Tenant or Tenant assigns its interest in this Lease to a party that is not an Affiliate of Tenant in accordance with the provisions of Section 10.2, then, in any such event, this Section 15.1.4 shall be null and void and of no further force and effect; provided, further, however, if Tenant assigns its interest in this Lease to a party that is not an Affiliate of Tenant in accordance with the provisions of Section 10.2 and another Telx Tenant assigns its interest in its MMR Lease to the same or a party that is not an Affiliate of such Tenant assignee, this Section 15.1.4 shall remain in effect as to Landlord and such assignees, but shall be of no further force or effect as to Landlord, Tenant and the other Telx Tenants. 15.1.5 Any Event of Default by Telx Parent under the Operating Agreement; provided, however, if either Landlord sells the Building to a party that is not an Affiliate of Landlord or Tenant assigns its interest in this Lease to a party that is not an Affiliate of Tenant in accordance with the provisions of Section 10.2, then, in any such event, this Section 15.1.5 shall be null and void and of no further force and effect. In the event Tenant Parent or Tenant in good faith disputes a written notice of non-monetary default (including without limitation, the failure of Tenant to maintain the Tenant Standard of Operation) under Section 15.2 of this Lease, either Tenant or Landlord may initiate the Dispute Resolution Procedures and each agree to be bound thereby. The fifteen (15) business day parties hereto acknowledge and agree that all of the notice described herein shall be periods provided in this Section 15.1 are in lieu of, and not in addition to, any the notice required under Section 1161 of the California Code of Civil Procedure or any other law now or hereafter in effect requiring that notice of default be given prior to the commencement of an unlawful detainer or other legal proceeding. (D) The making by Tenant requirements of any general assignment for the benefit of creditors, the filing by or against Tenant of a petition under any federal or state bankruptcy or insolvency laws (unless, in the case of a petition filed against Tenant the same is dismissed within sixty (60) calendar days after filing); the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets at the Premises or Tenant's interest in this Lease or the Premises, when possession is not restored to Tenant within sixty (60) calendar days; or the attachment, execution or other seizure of substantially all of Tenant's assets located at the Premises or Tenant's interest in this Lease or the Premises, if such seizure is not discharged within sixty (60) calendar daysApplicable Laws. (E) Any material misrepresentation herein, or intentional material misrepresentation or intentional omission in any financial statements or other materials provided by Tenant in connection with negotiating or entering into this Lease or in connection with any Transfer under Section 14.01.

Events of Default by Tenant. The occurrence of any of the following shall constitute a material default and breach of the this Lease by Tenant:Tenant (an “Event of Default”): (A) The 16.1.1 Any failure by Tenant to pay Base any Rent or make any other payment charge required to be made by Tenant hereunder paid under this Lease, or any part thereof, within five three (53) calendar days from of notice that the date Tenant receives same is due, which notice from Landlord of said failure to pay (`Notice Of Failure To Pay Rent"). Provided, however, if Landlord at any time during the Term hereof delivers to Tenant a Notice Of Failure To Pay Rent, then for the next following twelve (12) calendar months following the date Landlord delivered said Notice Of Failure To Pay Rent, Tenant shall be deemed to have committed a material default and breach in lieu of this Lease if it fails to pay Base Rent any notice required under California Code of Civil Procedure Section 1161 or make any other payment required to be made by Tenant hereunder within five (5) calendar days from the date when due, without noticesimilar or successor law. (B) 16.1.2 The abandonment of the Premises by Tenant, or the vacation of the Premises by Tenant for a period of ten (10) consecutive days (with or without the payment of Rent), or the failure of Tenant to take occupancy of the Premises within thirty (30) days of the Commencement Date, it being agreed that the fact that any of Tenant’s Property remains in the Premises shall not be evidence that Tenant has not vacated or abandoned the Premises. 16.1.3 Any failure by Tenant to execute and deliver any statement or document described in Articles 18 and 22 requested by Landlord within the time periods specified therein, where such failure continues for three (C3) days after delivery of written notice of such failure by Landlord to Tenant; provided, however, that any such notice shall be in lieu of, and not in addition to, any notice required under Section 1161 et seq., of the California Code of Civil Procedure. 16.1.4 The failure by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant, other than those described in Sections 15.01(A) 16.1.1, 16.1.2 and 15.01(B) 16.1.3 above, if such failure continues for fifteen twenty (1520) business days (except where a different period of time is specified in this Lease, in which case such different time period shall apply) after written notice thereof (which notice shall describe in reasonable detail the nature and extent of the failure and the Lease provision containing Tenant's obligation to cure the same) by Landlord to Tenant; provided, however, that if the nature of the default is such that it cannot be cured within the fifteen twenty (1520) business day period, no default shall exist if Tenant commences the curing of the default within the fifteen twenty (1520) business day period and thereafter diligently prosecutes the same to completion. The fifteen twenty (1520) business day notice described herein shall be in lieu of, and not in addition to, any notice required under Section 1161 of the California Code of Civil Procedure or any other law now or hereafter in effect requiring that notice of default be given prior to the commencement of an unlawful detainer or other legal proceeding. (D) 16.1.5 The making or furnishing by Tenant of any warranty, representation or statement to Landlord in connection with this Lease, or any other agreement to which Tenant and Landlord are parties, which is false or misleading in any material respect when made or furnished. 16.1.6 The assignment, subletting or other Transfer, or any attempted assignment, subletting or other Transfer, of this Lease in violation of Article 15. 16.1.7 Any instance whereby Tenant or any general partner of Tenant shall cease doing business as a going concern, make an assignment for the benefit of creditors, the filing by generally not pay its debts as they become due or against Tenant of admit in writing its inability to pay its debts as they become due, file a petition commencing a voluntary case under any federal chapter of the Bankruptcy Code, be adjudicated an insolvent, file a petition seeking for itself any reorganization, composition, readjustment, liquidation, dissolution or state bankruptcy similar arrangement under the Bankruptcy Code or insolvency laws (unlessany other present or future similar statute, in law, rule or regulation, or file an answer admitting the case material allegations of a petition filed against Tenant it in any such proceeding, consent to the same is dismissed within sixty (60) calendar days after filing); filing of such a petition or acquiesce in the appointment of a trustee, receiver, custodian or other similar official for it or of all or any substantial part of its assets or properties, or take any action looking to its dissolution or liquidation. 16.1.8 Any instance whereby a case, proceeding or other action shall be instituted against Tenant or any general partner of Tenant seeking the entry of an order for relief against Tenant or any general partner thereof as debtor, to adjudicate Tenant or any general partner thereof as a bankrupt or insolvent, or seeking reorganization, arrangement, readjustment, liquidation, dissolution or similar relief against Tenant or any general partner thereof under the Bankruptcy Code or any other present or future similar statute, law, rule or regulation, which case, proceeding or other action either results in such entry, adjudication or issuance or entry of any other order or judgment having a similar effect, or remains undismissed for 60 days, or within 60 days after the appointment (without Tenant’s or such general partner’s consent) of any trustee, receiver, custodian or other similar official for it or such general partner, or of all or any substantial part of its or such general partner’s assets and properties, such appointment shall not be vacated. 16.1.9 The appointment of a receiver, trustee or receiver custodian to take possession of substantially all or any substantial portion of the assets of Tenant's assets at , or the Premises formation of any committee of Tenant’s creditors, or any class thereof, for the purpose of monitoring or investigating the financial affairs of Tenant or enforcing such creditors’ rights. 16.1.10 The default by any guarantor of Tenant's interest ’s obligations hereunder under any guaranty of this Lease, the attempted repudiation or revocation of any such guaranty or the participation by any such guarantor in any other event described in this Lease or the Premises, when possession is not restored Section 16.1 (as if this Section 16.1.10 referred to Tenant within sixty (60) calendar days; or the attachment, execution or other seizure of substantially all such guarantor in place of Tenant's assets located at the Premises or Tenant's interest in this Lease or the Premises, if such seizure is not discharged within sixty (60) calendar days). (E) Any material misrepresentation herein, or intentional material misrepresentation or intentional omission in any financial statements or other materials provided by Tenant in connection with negotiating or entering into this Lease or in connection with any Transfer under Section 14.01.

Events of Default by Tenant. The occurrence following events shall be deemed to be events of any of the following shall constitute a material default and breach of the Lease by TenantTenant under this Lease: (Aa) The failure by Tenant shall fail to pay Base when or before due any sum of money becoming due to be paid to Landlord hereunder, whether such sum be any installment of the Rent herein reserved, any other amount treated as Additional Rental hereunder, or make any other payment or reimbursement to Landlord required herein whether or not treated as Additional Rental hereunder, and such failure shall continue for a period of ten (10) days after the date on which Tenant receives written notice of such failure of payment (it being agreed that Landlord shall have no obligation to provide to Tenant written notice of a payment default hereunder more than 2 times in any calendar year); or (b) Tenant shall fail to comply with any term, provision or covenant of this Lease other than by failing to pay when or before due any sum of money becoming due to be made by Tenant hereunder paid to Landlord hereunder, and shall not cure such failure within five thirty (530) calendar days from (forthwith, if the date Tenant receives default involves a hazardous condition) after written notice from Landlord of said failure thereof to pay (`Notice Of Failure To Pay Rent"). Provided, Tenant; provided however, if Landlord at any time during such default is of a nature that it can be cured and if Tenant in good faith commences to cure such default within such thirty (30) day cure period, but due to the Term hereof delivers to Tenant a Notice Of Failure To Pay Rentnature of such default it could not be cured within such cure period, then for the next following twelve (12) calendar months following the date Landlord delivered said Notice Of Failure To Pay Rent, Tenant no event of default shall be deemed to have committed a material default occurred at the end of the cure period if Tenant is then diligently pursuing such cure to completion and breach completes such cure as promptly as reasonably possible under all the circumstances, but in any event within ninety (90) days following the expiration of such thirty (30) day cure period; or (c) Tenant shall fail to vacate the Demised Premises immediately upon termination of this Lease if it fails Lease, by lapse of time or otherwise, or upon termination of Tenant’s right to pay Base Rent or make any other payment required to be made by Tenant hereunder within five (5) calendar days from the date when due, without notice.possession only; or (Bd) The abandonment leasehold interest of Tenant shall be levied upon under execution or be attached by process of law or Tenant shall fail to contest diligently the Premises by Tenant. (C) The failure by Tenant validity of any lien or claimed lien and give sufficient security to observe Landlord to insure payment thereof or perform shall fail to satisfy any other provision of this Lease to be observed or performed by Tenant, other than those described in Sections 15.01(A) judgment rendered thereon and 15.01(B) abovehave the same released, if such failure continues default shall continue for fifteen thirty (1530) business days after written notice thereof (which notice shall describe in reasonable detail the nature and extent of the failure and the Lease provision containing Tenant's obligation to cure the same) by Landlord to Tenant; provided, however, that if the nature of the default is such that it cannot be cured within the fifteen (15) business day period, no default shall exist if Tenant commences the curing of the default within the fifteen (15) business day period and thereafter diligently prosecutes the same to completion. The fifteen (15) business day notice described herein shall be in lieu of, and not in addition to, any notice required under Section 1161 of the California Code of Civil Procedure or any other law now or hereafter in effect requiring that notice of default be given prior to the commencement of an unlawful detainer or other legal proceeding.or (De) The making by Tenant shall become insolvent, admit in writing its inability to pay its debts generally as they become due, file a petition in bankruptcy or a petition to take advantage of any general insolvency statute, make an assignment for the benefit of the creditors, make a transfer in fraud of creditors, apply for or consent to the filing by or against Tenant appointment of a receiver for itself or for the whole or for any substantial part of its property, or file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws as now in effect or hereafter amended, or any federal other applicable law or state bankruptcy statute of the United States or insolvency laws any State thereof; or (unlessf) A court of competent jurisdiction shall enter an order, in judgment or decree adjudicating Tenant a bankrupt, or appointing a receiver of Tenant, or for the case whole or any substantial part of its property, without the consent of Tenant, or approving a petition filed against Tenant seeking reorganization or arrangement of Tenant under the same is dismissed bankruptcy laws of the United States, as now in effect or hereafter amended, or any state thereof, and such order, judgement or decree shall not be vacated or set aside or stayed within sixty ninety (6090) calendar days after filing)from the date of entry thereof; the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets at the Premises or Tenant's interest in or (g) In any event whereby this Lease or the Premises, when possession is not restored to Tenant within sixty (60) calendar days; estate hereby granted or the attachmentunexpired balance of the term hereof would by operation of law or otherwise, execution devolve upon or pass to any person, firm or corporation other seizure of substantially all of than Tenant's assets located at the Premises or Tenant's interest , except as permitted in this Lease or the Premises, if such seizure is not discharged within sixty (60) calendar days. (E) Any material misrepresentation hereinLease. Failure of Landlord to declare any default immediately upon occurrence thereof, or intentional material misrepresentation delay in taking any action in connection therewith, shall not waive such default, but Landlord shall have the right to declare any such default at any time and take such action as might be lawful or intentional omission authorized hereunder, in any financial statements or other materials provided law and/or in equity. No waiver by Landlord of a default by Tenant shall be implied and no express waiver by Landlord shall affect any default other than the default specified in connection with negotiating or entering into this Lease or in connection with any Transfer under Section 14.01such waiver and that only for the time and extension therein stated.

Events of Default by Tenant. The occurrence of any of the following shall constitute a material default and breach of the this Lease by Tenant: (A) The failure by Tenant to pay Base Rent or make any other payment required to be made by Tenant hereunder within five (5) calendar days from the date Tenant receives notice from Landlord of said failure to pay (`Notice Of Failure To Pay Rent"). Provided, however, if Landlord at any time during the Term hereof delivers to Tenant a Notice Of Failure To Pay Rent, then for the next following twelve (12) calendar months following the date Landlord delivered said Notice Of Failure To Pay Rent, Tenant shall be deemed to have committed a material default as and breach of this Lease if it fails to pay Base Rent or make any other payment required to be made by Tenant hereunder within five (5) calendar days from the date when due, without notice. (B) The abandonment of the Premises by TenantTenant or the vacation of the Premises by Tenant for thirty (30) consecutive days (with or without the payment of Rent). (C) The making by Tenant of any assignment of this Lease or any sublease or all or part of the Premises, except as expressly permitted under Article XIV of this Lease. (D) The failure by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant, other than those described in Sections 15.01(A), 15.01(B) and 15.01(Bor 15.01(C) above, if such failure continues for fifteen thirty (1530) business days after written notice thereof (which notice shall describe in reasonable detail the nature and extent of the failure and the Lease provision containing Tenant's obligation to cure the same) by Landlord to Tenant; provided, however, that if the nature of the default is such that it cannot be cured within the fifteen thirty (1530) business day period, no default shall be deemed to exist if Tenant commences the curing of the default promptly within the fifteen such thirty (1530) business day period and thereafter diligently prosecutes the same to completioncompletion and achieves the same within ninety (90) days after the occurrence of such default. The fifteen thirty (1530) business day notice described herein shall be in lieu of, and not in addition to, any notice required under Section 1161 of the California Code of Civil Procedure or any other law now or hereafter in effect requiring that notice of default be given prior to the commencement of an unlawful detainer or other legal proceeding. (DE) The making by Tenant of any general assignment for the benefit of creditors, the filing by or against Tenant or any one or more of the Guarantors, if any, of a petition under any federal or state bankruptcy or insolvency laws (unless, in the case of a petition filed against Tenant or any one or more of the Guarantors, if any, the same is dismissed within sixty thirty (6030) calendar days after filing); the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets at the Premises or Tenant's interest in this Lease or the Premises, when possession is not restored to Tenant within sixty thirty (6030) calendar days; or the attachment, execution or other seizure of substantially all of Tenant's assets located at the Premises or Tenant's interest in this Lease or the Premises, if such seizure is not discharged within sixty thirty (6030) calendar days; or the death or the dissolution of Tenant or any one or more of the Guarantors, if any. (EF) Any material misrepresentation herein, or intentional material misrepresentation or intentional omission in any financial statements or other materials provided by Tenant or any Guarantor in connection with negotiating or entering into this Lease or in connection with any Transfer under Section 14.01.

Events of Default by Tenant. The occurrence of any Each of the following acts or omissions of Tenant or occurrences shall constitute a material default and breach an “Event of the Lease by TenantDefault”: (A) The 15.1.1 Any failure or refusal by Tenant to timely pay Base any Rent or make any other payment payments or charges required to be made by Tenant hereunder paid hereunder, or any portion thereof, within five (5) calendar days from the date Tenant receives notice from Landlord of said failure to pay (`Notice Of Failure To Pay Rent"). Provided, however, if Landlord at any time during the Term hereof delivers to Tenant a Notice Of Failure To Pay Rent, then for the next following twelve (12) calendar months following the date Landlord delivered said Notice Of Failure To Pay Rent, Tenant shall be deemed to have committed a material default and breach of this Lease if it fails to pay Base Rent or make any other payment required to be made by Tenant hereunder within five (5) calendar days from the date when due, without notice. (B) The abandonment of the Premises by Tenant. (C) The failure by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant, other than those described in Sections 15.01(A) and 15.01(B) above, if such failure continues for fifteen (15) business days after written of notice thereof (which notice shall describe in reasonable detail that the nature and extent of the failure and the Lease provision containing Tenant's obligation to cure the same) by Landlord to Tenantsame is due; provided, however, that Landlord shall not be required to send such written notice to Tenant more than twice in any twelve (12)-month period and after two (2) such written notices, Landlord shall have no obligation to give Tenant written notice of any subsequent default during the remainder of such twelve (12)-month period and Tenant’s failure or refusal to timely pay Rent or other sums due hereunder when due during the remainder of such twelve (12)-month period shall constitute an Event of Default. 15.1.2 Any failure by Tenant to perform or observe any other covenant or condition of this Lease (including, without limitation, in the Datacenter Rules and Regulations) to be performed or observed by Tenant (other than those described in Section 15.1.1, above or Sections 15.1.3, 15.1.4, or 15.1.5, below) if such failure continues for a period of ten (10) days following written notice to Tenant of such failure; provided, however, that in the nature event Tenant’s failure to perform or observe any covenant or condition of the default is such that it this Lease to be performed or observed by Tenant cannot reasonably be cured within the fifteen ten (1510) business day perioddays following written notice to Tenant, no Tenant shall not be in default shall exist if Tenant commences the curing of the default to cure same within the fifteen ten (1510) business day period and thereafter diligently prosecutes the curing thereof to completion within thirty (30) days following such written notice; provided, however, that Landlord shall not be required to send such written notice to Tenant more than three (3) times in any twelve (12)-month period for the same non-monetary default and after three (3) such written notices for the same non-monetary default, Landlord shall have no obligation to completiongive Tenant written notice of the same non-monetary default during the remainder of such twelve (12)-month period and any subsequent occurrence of the same non-monetary default during the remainder of such twelve (12)-month period shall, at the election of Landlord, constitute an Event of Default. 15.1.3 The filing or execution or occurrence of any one of the following: (i) a petition in bankruptcy or other insolvency proceeding by or against Tenant, (ii) a petition or answer seeking relief under any provision of the Bankruptcy Act, (iii) an assignment for the benefit of creditors, (iv) a petition or other proceeding by or against Tenant for the appointment of a trustee, receiver or liquidator of Tenant or any of Tenant’s property, which proceeding or appointment is not dismissed within ninety (90) days, or (v) a proceeding by any governmental authority for the dissolution or liquidation of Tenant or any other instance whereby Tenant or any general partner of Tenant shall cease doing business as a going concern, which proceeding is not dismissed within ninety (90) days. 15.1.4 Any failure by Tenant to execute and deliver any statement or document described in either Article 11 or Section 12.1 requested to be so executed and delivered by Landlord within the time periods specified therein applicable thereto, where such failure continues for three (3) days after delivery of written notice of such failure by Landlord to Tenant. 15.1.5 Any default by Tenant or any affiliate of Tenant under the MMR Lease. The fifteen (15) business day parties hereto acknowledge and agree that all of the notice described herein shall be periods provided in this Section 15.1 are in lieu of, and not in addition to, any the notice required under Section 1161 of the California Code of Civil Procedure or any other law now or hereafter in effect requiring that notice of default be given prior to the commencement of an unlawful detainer or other legal proceeding. (D) The making by Tenant requirements of any general assignment for the benefit of creditors, the filing by or against Tenant of a petition under any federal or state bankruptcy or insolvency laws (unless, in the case of a petition filed against Tenant the same is dismissed within sixty (60) calendar days after filing); the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets at the Premises or Tenant's interest in this Lease or the Premises, when possession is not restored to Tenant within sixty (60) calendar days; or the attachment, execution or other seizure of substantially all of Tenant's assets located at the Premises or Tenant's interest in this Lease or the Premises, if such seizure is not discharged within sixty (60) calendar daysApplicable Laws. (E) Any material misrepresentation herein, or intentional material misrepresentation or intentional omission in any financial statements or other materials provided by Tenant in connection with negotiating or entering into this Lease or in connection with any Transfer under Section 14.01.

Events of Default by Tenant. The occurrence of any of the following shall constitute a material default and breach of the this Lease by Tenant: (A) The failure by Tenant to pay Base Rent or make any other payment required to be made by Tenant hereunder within five (5) calendar days from the date Tenant receives notice from Landlord of said failure to pay (`Notice Of Failure To Pay Rent"). Provided, however, if Landlord at any time during the Term hereof delivers to Tenant a Notice Of Failure To Pay Rent, then for the next following twelve (12) calendar months following the date Landlord delivered said Notice Of Failure To Pay Rent, Tenant shall be deemed to have committed a material default as and breach of this Lease if it fails to pay Base Rent or make any other payment required to be made by Tenant hereunder within five (5) calendar days from the date when due, without notice. (B) The abandonment of the Premises by Tenant. (C) The failure by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant, other than those described in Sections 15.01(A) and 15.01(B) above, if such failure continues for fifteen five (155) business days after written notice thereof (which notice shall describe in reasonable detail the nature and extent of the failure and the Lease provision containing Tenant's obligation to cure the same) by Landlord to Tenant; provided, however, that if the nature of the default is provided however such that it cannot be cured within the fifteen five (155) business day period, no default shall exist if Tenant commences the curing of the default within the fifteen (15) business day period and thereafter diligently prosecutes the same to completion. The fifteen (15) business day notice described herein shall be in lieu of, and not in addition to, any notice required under Section 1161 of the California Code of Civil Procedure or any other law now or hereafter in effect requiring that notice of default be given prior to the commencement of any unlawful detainer or other legal proceeding. (B) The abandonment of the Premises by Tenant or the vacation of the Premises by Tenant for fourteen (14) consecutive days (with or without the payment of Rent). (C) The making by Tenant of any assignment of this Lease or any sublease of all or part of the Premises, except as expressly permitted under Article XIV of this Lease. (D) The failure by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant, other than those described in Sections 15.01(A), 15.01(B) or 15.01 (C) above, if such failure continues for thirty (30) days after written notice thereof by Landlord to Tenant; provided, however, that if the nature of the default is such that it cannot be cured within the thirty (30) day period, no default shall exist if Tenant commences the curing of the default within the thirty (30) day period and thereafter diligently prosecutes the same to completion. The thirty (30) day notice described herein shall be in lieu of, and not in addition to, any notice required under Section 1161 of the California Civil Code of Procedure or any other law now or hereafter in effect requiring that notice of default be given prior to the commencement of an unlawful detainer or other legal proceeding. (DE) The making by Tenant of any general assignment for the benefit of creditors, the filing by or against Tenant of a petition under any federal or state bankruptcy or insolvency laws (unless, in the case of a petition filed against Tenant the same is dismissed within sixty thirty (6030) calendar days after filing); the appointment of a trustee or receiver to take possession of substantially all of Tenant's ’s assets at the Premises or Tenant's ’s interest in this Lease or the Premises, when possession is not restored to Tenant within sixty thirty (6030) calendar days; or the attachment, execution or other seizure of substantially all of Tenant's ’s assets located at the Premises or Tenant's ’s interest in this Lease or the Premises, if such seizure is not discharged within sixty thirty (6030) calendar days. (EF) Any material misrepresentation herein, or intentional material misrepresentation or intentional omission in any financial statements or other materials provided by Tenant in connection with negotiating or entering into this Lease or in connection with any Transfer under Section 14.01.

Events of Default by Tenant. The occurrence of any Each of the following shall constitute a material default and breach an Event of the Lease Default by TenantTenant under this Lease: (A) The 15.1.1 Any failure or refusal by Tenant to timely pay Base any Rent or make any other payment payments or charges required to be made by Tenant hereunder paid hereunder, or any portion thereof, within five (5) calendar [***] days from of notice that the date Tenant receives notice from Landlord of said failure to pay (`Notice Of Failure To Pay Rent"). Provided, however, if Landlord at any time during the Term hereof delivers to Tenant a Notice Of Failure To Pay Rent, then for the next following twelve (12) calendar months following the date Landlord delivered said Notice Of Failure To Pay Rent, Tenant shall be deemed to have committed a material default and breach of this Lease if it fails to pay Base Rent or make any other payment required to be made by Tenant hereunder within five (5) calendar days from the date when same is due, without notice. (B) The abandonment of the Premises by Tenant. (C) The failure by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant, other than those described in Sections 15.01(A) and 15.01(B) above, if such failure continues for fifteen (15) business days after written notice thereof (which notice shall describe in reasonable detail the nature and extent of the failure and the Lease provision containing Tenant's obligation to cure the same) by Landlord to Tenant; provided, however, that in the event Tenant, during such [***] day period, submits, in good faith, documentation that reasonably demonstrates the amount claimed has been paid or is not due or that the amount claimed (other than Base Rent) is not accurate, such non-payment shall not be construed as an Event of Default. 15.1.2 Any failure by Tenant to perform or observe any other covenant or condition of this Lease (including, without limitation, those contained in the Datacenter Rules and Regulations) to be performed or observed by Tenant (other than those described in Section 15.1.1, above or Sections 15.1.3 through 15.1.6, below) if such failure continues for a period of [***] days following written notice to Tenant of such failure; provided, however, that in the nature event Tenant’s failure to perform or observe any covenant or condition of the default is such that it this Lease to be performed or observed by Tenant cannot reasonably be cured within the fifteen (15) business day period[***] days following written notice to Tenant, no Tenant shall not be in default shall exist if Tenant commences the curing of the default to cure same within the fifteen (15) business such [***] day period and thereafter diligently prosecutes the same curing thereof to completion. 15.1.3 The filing or execution or occurrence of any one of the following: (i) a voluntary petition in bankruptcy or other insolvency proceeding commenced by Tenant, Guarantor (so long as it remains party to the Parent Guaranty or the Equity Pledge) or Air HPC (so long as it remains subject to the Equity Pledge), (ii) a petition or answer by Tenant, Guarantor (so long as it remains party to the Parent Guaranty or the Equity Pledge) or Air HPC (so long as it remains subject to the Equity Pledge) seeking relief under any provision of the Bankruptcy Code, (iii) an assignment by Tenant, Guarantor (so long as it remains party to the Parent Guaranty or the Equity Pledge) or Air HPC (so long as it remains subject to the Equity Pledge) for the benefit of creditors, (iv) a petition or other proceeding by or against Tenant, Guarantor (so long as it remains party to the Parent Guaranty or the Equity Pledge) or Air HPC (so long as it remains subject to the Equity Pledge) for the appointment of a trustee, receiver or liquidator of Tenant, Guarantor (so long as it remains party to the Parent Guaranty or the Equity Pledge) or Air HPC (so long as it remains subject to the Equity Pledge) or any of Tenant’s, Guarantor’s (so long as it remains party to the Parent Guaranty or the Equity Pledge) or Air HPC’s (so long as it remains subject to the Equity Pledge) property that is not dismissed within sixty (60) days of the commencement thereof, (v) a proceeding by any governmental authority for the dissolution or liquidation of Tenant, Guarantor (so long as it remains party to the Parent Guaranty or the Equity Pledge) or Air HPC (so long as it remains subject to the Equity Pledge) that is not dismissed within sixty (60) days of the commencement thereof, or (vi) any other instance whereby Tenant, Guarantor (so long as it remains party to the Parent Guaranty or the Equity Pledge) or Air HPC (so long as it remains subject to the Equity Pledge) or any general partner of Tenant, Guarantor (so long as it remains party to the Parent Guaranty or the Equity Pledge) or Air HPC (so long as it remains subject to the Equity Pledge) or any guarantor of Tenant’s obligations under this Lease shall cease doing business as a going concern. 15.1.4 Any failure by Tenant to execute and deliver any statement or document described in Article 11, Section 12.1 or Section 17.22 requested to be so executed and delivered by Landlord within the time periods specified in such Article or Section, where such failure continues for [***] days after delivery of written notice of such failure by Landlord to Tenant. 15.1.5 Any default by Tenant or any affiliate of Tenant under any other lease or agreement with Landlord, or with any Affiliate of Landlord, now existing or hereafter entered into. 15.1.6 Any default by (i) Tenant under the Energy Supply Agreement or Market Rate Energy Supply Agreement, as applicable or (ii) Guarantor under the Parent Guaranty or the Equity Pledge, as applicable. 15.1.7 Any failure to maintain the Tenant Security (or any component thereof) in full force and effect in the then-required amount at any time if such failure continues for a period of [***] days following written notice to Tenant of such failure or any attempt by Guarantor to repudiate the Parent Guaranty or the Equity Pledge. The fifteen (15) business day parties hereto acknowledge and agree that all of the notice described herein shall be periods provided in this Section 15.1 are in lieu of, and not in addition to, any the notice required under Section 1161 of the California Code of Civil Procedure or any other law now or hereafter in effect requiring that notice of default be given prior to the commencement of an unlawful detainer or other legal proceeding. (D) The making by Tenant requirements of any general assignment for the benefit of creditors, the filing by or against Tenant of a petition under any federal or state bankruptcy or insolvency laws (unless, in the case of a petition filed against Tenant the same is dismissed within sixty (60) calendar days after filing); the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets at the Premises or Tenant's interest in this Lease or the Premises, when possession is not restored to Tenant within sixty (60) calendar days; or the attachment, execution or other seizure of substantially all of Tenant's assets located at the Premises or Tenant's interest in this Lease or the Premises, if such seizure is not discharged within sixty (60) calendar daysApplicable Laws. (E) Any material misrepresentation herein, or intentional material misrepresentation or intentional omission in any financial statements or other materials provided by Tenant in connection with negotiating or entering into this Lease or in connection with any Transfer under Section 14.01.

Events of Default by Tenant. The In addition to any events of default set forth in the Lease, and to the extent the Lease does not impose a shorter cure period, Tenant shall be in default (“Default”) under this Agreement upon the occurrence of any of the following shall constitute a material default and breach events or the existence of any of the Lease by Tenantfollowing conditions: (Aa) The failure by Tenant to pay Base Rent or make any other payment required to be made by Tenant hereunder within five (5) calendar days from the date Tenant receives notice from Landlord of said Tenant’s failure to pay any Rent on or before the date when such payment is due and payable, and such payment remains outstanding for ten (`Notice Of Failure To Pay Rent"). Provided10) days after Tenant’s receipt of written notice of such failure from Sublessor; provided, however, if Landlord at any time during the Term hereof delivers Sublessor shall have sent three (3) such notices of late payment to Tenant a Notice Of Failure To Pay Rentduring any consecutive twelve (12)-month period, then for the next following twelve (12) calendar months following the date Landlord delivered said Notice Of Failure To Pay Rent, Tenant shall thereafter be deemed to have committed a material default and breach of this Lease in Default if it Tenant fails to pay Base Rent or make any other such payment required to be made by within ten (10) days after such payment is due and payable without the necessity of Sublessor giving Tenant hereunder within five (5) calendar days from the date when due, without noticefurther written notice thereof. (Bb) The abandonment of the Premises by Tenant. (C) The ’s failure by Tenant to observe or perform any other provision of its non-monetary obligations, covenants, or agreements under this Lease to be observed or performed by Tenant, Agreement other than those described specifically referenced in Sections 15.01(A) this Section 11.1, and 15.01(B) above, if such failure continues for fifteen is not cured by Tenant within thirty (1530) business days after following Tenant’s receipt of written notice thereof (which notice shall describe in reasonable detail the nature and extent of the such failure and the Lease provision containing Tenant's obligation to cure the same) by Landlord to Tenantfrom Sublessor; provided, however, that if the nature of the default Tenant’s failure to observe or perform any of such non-monetary obligations, covenants, or agreements is such that it cannot reasonably be cured within the fifteen thirty (1530) business day perioddays, no default then Tenant shall exist not be in Default if Tenant promptly commences the curing of the default within the fifteen (15) business day period and thereafter diligently prosecutes the same to performs such curative measures until completion. The fifteen (15) business day notice described herein shall be in lieu of, and not in addition to, any notice required under Section 1161 of the California Code of Civil Procedure or any other law now or hereafter in effect requiring that notice of default be given prior to the commencement of an unlawful detainer or other legal proceeding. (Dc) The making by Tenant commencement of any general proceeding, or Tenant’s consent to any arrangement, agreement, or understanding, that would have the effect of or result in (i) Tenant’s estate created under this Agreement being attached, levied, or taken on execution or by other process of Law; (ii) Tenant being judicially declared bankrupt or insolvent according to applicable Law; (iii) an assignment being made of Tenant’s property for the benefit of creditors; (iv) a receiver, the filing guardian, conservator, bankruptcy trustee, or other similar officer being appointed to take charge of all or any substantial part of Tenant’s property by a court of competent jurisdiction; or against (v) Tenant of a petition being reorganized or liquidated under any provision of the federal bankruptcy code, as may be amended, or any other similar state bankruptcy or insolvency laws (unlessfederal bankruptcy, insolvency, or debtor’s relief law in effect as of the case Execution Date or enacted hereafter; provided, however, if any of the foregoing proceedings is initiated by a petition filed against party other than Tenant, then Tenant the same shall not be in Default unless such proceeding is not dismissed within sixty ninety (6090) calendar days after filing); the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets at the Premises or Tenant's interest in this Lease or the Premises, when possession is not restored to Tenant within sixty (60) calendar days; or the attachment, execution or other seizure of substantially all of Tenant's assets located at the Premises or Tenant's interest in this Lease or the Premises, if such seizure is not discharged within sixty (60) calendar daysits commencement. (Ed) Any material misrepresentation hereinTenant’s entering into any agreement or instrument purporting to assign Tenant’s interest under this Agreement, or intentional material misrepresentation to sublease the whole or intentional omission in any financial statements or other materials provided by Tenant in connection a portion of the Subleased Premises, which does not comply with negotiating or entering into this Lease or in connection with any Transfer under the terms and conditions of Section 14.0110.1, Section 10.2, Section 10.3, and Section 10.4.

Events of Default by Tenant. The occurrence of any of the following shall constitute a material default and breach of the this Lease by TenantXxxxxx: (Aa) The failure by Tenant to pay Base Rent Rent, additional rent or make any other payment required to be made by Tenant hereunder within five (5) calendar days from the date Tenant receives notice from Landlord of said failure to pay (`Notice Of Failure To Pay Rent"). Provided, however, if Landlord at any time during the Term hereof delivers to Tenant a Notice Of Failure To Pay Rent, then for the next following twelve (12) calendar months following the date Landlord delivered said Notice Of Failure To Pay Rent, Tenant shall be deemed to have committed a material default as and breach of this Lease if it fails to pay Base Rent or make any other payment required to be made by Tenant hereunder within five (5) calendar days from the date when due, without notice. (Bb) The abandonment of the Premises Building by TenantTenant or the vacation of the Building by Xxxxxx for fourteen (14) consecutive days (with or without the payment of Rent). (Cc) The failure by Tenant Xxxxxx to observe or perform any other provision of this Lease to be observed or performed by TenantXxxxxx, other than those described in Sections 15.01(A(a) and 15.01(B(b) above, if such failure continues for fifteen ten (1510) business days after written notice thereof (which notice shall describe in reasonable detail the nature and extent of the failure and the Lease provision containing Tenant's obligation to cure the same) by Landlord to Tenant; provided, however, that if the nature of the default is such that it cannot be cured within the fifteen ten (1510) business day period, no default shall exist if Tenant commences the curing of the default within the fifteen ten (1510) business day period and thereafter diligently prosecutes the same to completioncompletion and if Landlord or any Mortgagee will not be subject to prosecution for a crime or termination of any Superior Mortgage. The fifteen ten (1510) business day notice described herein shall be in lieu of, and not in addition to, any notice required under Section 1161 of the California Code of Civil Procedure or any other law law, now or hereafter in effect effect, requiring that notice of default be given prior to the commencement of an unlawful detainer or other legal proceeding. (Dd) The making by Tenant of any general assignment for the benefit of creditors, the filing by or against Tenant of a petition under any federal or state bankruptcy or insolvency laws (unless, in the case of a petition filed against Tenant the same is dismissed within sixty thirty (6030) calendar days after filing); the appointment of a trustee or receiver to take possession of substantially all of Tenant's ’s assets at the Premises Building or Tenant's Xxxxxx’s interest in this Lease or the PremisesBuilding, when possession is not restored to Tenant within sixty thirty (6030) calendar days; or the attachment, execution or other seizure of substantially all of Tenant's ’s assets located at the Premises Building or Tenant's ’s interest in this Lease or the PremisesBuilding, if such seizure is not discharged within sixty thirty (6030) calendar days. (Ee) Any material misrepresentation herein, or intentional material misrepresentation or intentional omission in any financial statements or other materials provided by Tenant or any Guarantor in connection with negotiating or entering into this Lease or in connection with any Transfer under Section 14.01Article XIII. (f) Tenant’s admission in writing of its inability to pay its debts as they mature. (g) Suspension of Tenant’s right to conduct its business, caused by the order, judgment, decree, decision or other act of any court or governmental agency, and the failure to regain such right to conduct business within sixty (60) days thereafter. (h) If the performance of Tenant’s obligation under this Lease is guaranteed, (i) the termination of Guarantor’s liability with respect to this Lease other than in accordance with the terms of the guaranty, (ii) the making by Guarantor of any general assignment for the benefit of creditors, the filing by or against Guarantor of a petition under any federal or state bankruptcy or insolvency laws (unless, in the case of a petition filed against Guarantor the same is dismissed within thirty (30) days after filing), (iii) Guarantor’s refusal or inability to honor the guaranty, or (iv) Guarantor’s breach of its guarantee obligation, and Xxxxxx’s failure, within sixty (60) days following written notice by or on behalf of Landlord to Tenant of such event, to provide Landlord with written alternative assurance or security which, when coupled with the then existing resources of Tenant, equals or exceeds the combined financial resources of Tenant and Guarantor that existed at the time of execution of this Lease.

Events of Default by Tenant. The occurrence of any of the following shall constitute a material default and breach of the this Lease by Tenant:Tenant (an "Event of Default"): (A) The 16.1.1 Any failure by Tenant to pay Base any Rent or make any other payment charge required to be made by Tenant hereunder paid under this Lease, or any part thereof, within five three (53) calendar days from of notice that the date Tenant receives same is due, which notice from Landlord of said failure to pay (`Notice Of Failure To Pay Rent"). Provided, however, if Landlord at any time during the Term hereof delivers to Tenant a Notice Of Failure To Pay Rent, then for the next following twelve (12) calendar months following the date Landlord delivered said Notice Of Failure To Pay Rent, Tenant shall be deemed to have committed a material default and breach in lieu of this Lease if it fails to pay Base Rent any notice required under California Code of Civil Procedure Section [161 or make any other payment required to be made by Tenant hereunder within five (5) calendar days from the date when due, without noticesimilar or successor law. (B) 16.1.2 The abandonment of the Premises by Tenant, or the vacation of the Premises by Tenant for a period of ten (l0) consecutive days (with or without the payment of Rent), or the failure of Tenant to take occupancy of the Premises within thirty (30) days of the Commencement Date, it being agreed that the fact that any of Tenant's Property remains in the Premises shall not be evidence that Tenant has not vacated or abandoned the Premises. 16.1.3 Any failure by Tenant to execute and deliver any statement 01' document described in Articles 18 and 22 requested by Landlord within the time periods specified therein, where such failure continues for three (C3) days after delivery of written notice of such failure by Landlord to Tenant; provided, however, that any such notice shall be in lieu of, and 1I0t in addition to, any notice required under Section 1161 et seq., of the California Code of Civil Procedure. 16.1.4 The failure by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant, other than those described in Sections 15.01(A) 16.1.1, 16.1.2 and 15.01(B) 16.1.3 above, if such failure continues for fifteen twenty (1520) business days (except where a different period of time is specified in this Lease, in which case such different time period shall apply) after written notice thereof (which notice shall describe in reasonable detail the nature and extent of the failure and the Lease provision containing Tenant's obligation to cure the same) by Landlord to Tenant; provided, however, that if the nature of the default is such that it cannot be cured within the fifteen twenty (1520) business day period, no default shall exist if Tenant commences the curing of the default within the fifteen twenty (1520) business day period and thereafter diligently prosecutes the same to completion. The fifteen twenty (1520) business day notice described herein shall be in lieu of, and not in addition to, any notice required under Section 1161 of the California Code of Civil Procedure or any other law now or hereafter in effect requiring that notice of default be given prior to the commencement of an unlawful detainer or other legal proceeding. (D) 16.1.5 The making or furnishing by Tenant of any warranty, representation or statement to Landlord in connection with this Lease, or any other agreement to which Tenant and Landlord are parties, which is false or misleading in any material respect when made or furnished. 16.1.6 The assignment, subletting or other Transfer, or any attempted assignment, subletting or other Transfer, of this Lease in violation of Article 15. 16.1.7 Any instance whereby Tenant or any general partner of Tenant shall cease doing business as a going concern, make an assignment for the benefit of creditors, the filing by generally not pay its debts as they become due or against Tenant of admit in writing its inability to pay its debts as they become due, file a petition commencing a voluntary case under any federal chapter of the Bankruptcy Code, be adjudicated an insolvent, file a petition seeking for itself any reorganization, composition, readjustment, liquidation, dissolution or state bankruptcy similar arrangement under the Bankruptcy Code or insolvency laws (unlessany other present or future similar statute, in law, rule or regulation, or file an answer admitting the case material allegations of a petition filed against Tenant it in any such proceeding, consent to the same is dismissed within sixty (60) calendar days after filing); filing of such a petition or acquiesce in the appointment of a trustee, receiver, custodian or other similar official for it or of all or any substantial part of its assets or properties, or take any action looking to its dissolution or liquidation. 16.1.8 Any instance whereby a case, proceeding or other action shall be instituted against Tenant or any general partner of Tenant seeking the entry of an order for relief against Tenant or any general partner thereof as debtor, to adjudicate Tenant or any general partner thereof as a bankrupt or insolvent, or seeking reorganization, arrangement, readjustment, liquidation, dissolution or similar relief against Tenant or any general partner thereof under the Bankruptcy Code or any other present or future similar statute, law, rule or regulation, which case, proceeding or other action either results in such entry, adjudication or issuance or entry of any other order or judgment having a similar effect, or remains undismissed for 60 days, or within 60 days after the appointment (without Tenant's or such general partner's consent) of any trustee, receiver, custodian or other similar official for it or such general partner, or of all or any substantial part of its or such general partner's assets and properties, such appointment shall not be vacated. 16.1.9 The appointment of a receiver, trustee or receiver custodian to take possession of substantially all or any substantial portion of the assets of Tenant, or the formation of any committee of Tenant's assets at creditors, or any class thereof, for the Premises purpose of monitoring or Tenant's interest in this Lease investigating the financial affairs of Tenant or the Premises, when possession is not restored to Tenant within sixty (60) calendar days; or the attachment, execution or other seizure of substantially all enforcing such creditors' rights. 16.1.10 The default by any guarantor of Tenant's assets located obligations hereunder under any guaranty of this Lease, the attempted repudiation or revocation of any such guaranty or the participation by any such guarantor in any other event described in this Section 16.1 (as if this Section 16.1.10 referred to such guarantor in place of Tenant). [DBL:dbllMaguire Properties - SDre - YoNaturals Lease!l064.002) -18- 16,2 Landlord's Right To Terminate Upon Tenant Default. In the event of any default by Tenant as provided in Section 16.1 above, Landlord shall have the right to terminate this Lease and recover possession of the Premises by giving written notice to Tenant of Landlord's election to terminate this Lease, in which event Landlord shall be entitled to receive from Tenant: plus 16.2.1 The worth at the Premises time of award or Tenant's interest in this Lease or any unpaid Rent which had been earned at the Premises, if time of such seizure is not discharged within sixty (60) calendar days.termination; (E) Any material misrepresentation herein, or intentional material misrepresentation or intentional omission in any financial statements or other materials provided 16.2.2 The worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the lime of award exceeds the amount of such rental loss Tenant in connection with negotiating or entering into this Lease or in connection with any Transfer under Section 14.01.proves could have been reasonably avoided; plus 16.2.3 The worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the lime of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; plus