Common use of Events of Default Termination Clause in Contracts

Events of Default Termination. If any one or more of the following events (each of which is referred to in this Lease as an "Event of Default") shall occur: (a) if Lessee shall fail to pay any Basic Rent within five days after the due date thereof; (b) if Lessee shall fail to pay any Additional Rent within five days after the due date thereof; (c) if Lessee shall fail to perform or comply with any term or provision of this Lease other than a failure to pay Basic Rent or Additional Rent and such failure shall continue for more than 30 days from the earlier of (i) the date upon which Lessor gives notice of such failure to Lessee or (ii) the date upon which the principal operating officer of Lessee responsible for the operations of the Property determines that such failure has occurred; provided that, in the case of any such failure that is susceptible of cure by the Lessee, but that cannot with diligence be cured within such 30 day period, if Lessee shall have promptly commenced to cure the same and shall thereafter prosecute the curing thereof with diligence, the period within which such failure may be cured shall be extended for such further period (not exceeding 90 days) as shall reasonably be required for the curing thereof with diligence; (d) if Lessee shall make an assignment for the benefit of creditors, or shall be generally not paying its debts as they become due or shall commence a case under the Bankruptcy Code, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting or shall fail timely to contest the material allegations of a petition filed against it in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, custodian, receiver or liquidator of Lessee or any material part of its properties; (e) if, without the consent or acquiescence of Lessee, an order shall be entered constituting an order for relief or approving a petition for relief or reorganization or any other petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or other similar relief under any present or future statute, law or regulation, or if any such petition shall be filed against Lessee and such petition shall not be dismissed within 60 days, or if, without the consent or acquiescence of Lessee, an order shall be entered appointing a trustee, custodian, receiver or liquidator of Lessee or of any material part of its properties, and such appointment shall not be dismissed within 60 days; (f) if a final judgment for the payment of money of more than $20,000,000.00 shall be rendered against Lessee and within 60 days after the entry thereif, such judgment shall not have been removed or its enforcement stayed by bond or otherwise; (g) if Lessee shall fail to comply in all material respects with the requirements of any note, mortgage, deed to secure debt, security agreement or other instrument or document evidencing, securing or otherwise relating to any indebtedness for monies borrowed of $20,000,000.00 or more owed by Lessee to Lessor or to any third party and as a result thereof such indebtedness becomes due before its stated maturity, or if Lessee shall fail to comply in all material respects with the requirements of any lease with Lessor, either of the GECC Leases or with the requirements of any Material Lease, and as i result of such failure Lessor, GECC or the lessor under such Material Lease shall terminate such lease or shall exercise its right to retake possession of the leased property without terminating such lease; (h) if any representation or warranty made by Lessee under this Lease, under the Acquisition Agreement or in any officer's certificate shall prove to have been inaccurate in any material respect when made (unless such inaccuracy was unintentional and is no longer material) and Lessee shall fail to take such action as is necessary to make such warranty or representation true and accurate within a period of 30 days after Lessor shall have notified Lessee of such inaccuracy; or (i) if any one or more of the following shall occur: (ii) Lessee shall cease to be a wholly-owned subsidiary of Tenneco; (iii) Lessee shall be sold to, merged into or consolidated with any other corporation, or substantially all of its assets shall be sold, whether or not such transaction is permitted under the provisions of Section 38 hereof; (iv) 30% or more of the outstanding common stock of Lessee shall be repurchased by Lessee during any 12 month period; or (v) Lessee shall pay or declare a dividend; and as a result of the occurrence of (i), (ii), (iii) or (iv), the Net Worth of Lessee immediately thereafter shall not be at least 50% of the level of Lessee's Net Worth as of the fiscal year-end immediately preceding such occurrence; then, and in any such event (regardless of the pendency of any proceeding which has or might have the effect of preventing Lessee from complying with the terms of this Lease), Lessor, at any time thereafter so long as such event shall be continuing may give a written termination notice to Lessee, and on the date specified in such notice this Lease shall terminate and, subject to Section 24, the Lease Term shall expire and terminate, and all rights of Lessee under this Lease shall cease, unless before such date (i) all arrears of Basic Rent and Additional Rent payable by Lessee under this Lease (together with Default Interest thereon) and all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by or on behalf of Lessor hereunder, shall have been paid by Lessee, and (ii) all other Defaults at the time existing under this Lease shall have been fully remedied to the satisfaction of Lessor, Lessee shall reimburse Lessor for all costs and expenses incurred by or on behalf of Lessor (including, without limitation, attorneys' fees and expenses) occasioned by any Default by Lessee under this Lease.

Events of Default Termination. 17.1 If any one or more of the following events (each “Events of which is referred Default”) shall happen, then and in any such event, Landlord may exercise all rights and remedies permitted by law, including giving notice to in Tenant specifying such Event or Events of Default and stating that this Lease and the Term shall expire and terminate on the date specified in such notice, and on such date this Lease shall terminate and Tenant shall remain liable as an "Event of Default") shall occurhereinafter provided: (a) if Lessee shall fail to pay 17.1.1 Tenant defaults in the payment of any Basic Rent payable under this Lease and Tenant does not cure such default within five ten (10) days after the due date thereofsuch Basic Rent is due; 17.1.2 Tenant defaults in the payment of any Rent (bother than Basic Rent) if Lessee payable under this Lease, and Tenant does not cure such default within ten (10) days after written notice thereof by First Mortgagee or Landlord to Tenant; 17.1.3 Tenant shall fail duly to pay observe or perform any Additional Rent within five days after of the due date thereof; (c) if Lessee shall fail other terms, conditions, covenants or agreements required to perform be observed or comply with any term or provision of performed by it under this Lease other than a failure to pay Basic Rent or Additional Rent and such failure shall continue for more than 30 a period of thirty (30) calendar days from the earlier of (i) the date upon which Lessor gives following written notice of such failure by Landlord or First Mortgagee to Lessee or (ii) Tenant, or, if the date upon default is of a nature which the principal operating officer of Lessee responsible for the operations of the Property determines that such failure has occurred; provided that, in the case of any such failure that is susceptible of cure by the Lessee, but that cannot with due diligence be cured within such 30 day periodperiod of thirty (30) days and (a) if the Loan and all Loan Obligations have not been indefeasibly paid in full, if Lessee shall Tenant fails to correct the default within the period of any extension granted by GECC; or (b) where the Loan and all Loan Obligations have promptly commenced been indefeasibly paid in full, Tenant fails to proceed with due diligence within such period of thirty (30) days to commence to cure the same and shall thereafter to prosecute the curing thereof of such default with due diligence, the period or fails to complete such cure within which one hundred eighty (180) days after such failure may be cured shall be extended for such further period (not exceeding 90 days) as shall reasonably be required for the curing thereof with diligencenotice from Landlord or First Mortgagee; (d) if Lessee shall make 17.1.4 Guarantor repudiates, refuses, purports to revoke, or fails to perform its obligations under the Guaranty, and fails to cure the same within 10 business days after written demand by Landlord or First Mortgagee, it being agreed that Guarantor’s performance under protest or with a reservation of rights may not be construed as a repudiation or refusal to perform; 17.1.5 either Tenant or Guarantor becomes insolvent, or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; or Tenant or Guarantor applies for or consents to the appointment of any receiver, trustee or shall be generally not paying similar officer for it or for all or any substantial part of its debts as they become due property; or shall commence a case under such receiver, trustee or similar officer is appointed without the Bankruptcy Codeapplication or consent of Tenant or Guarantor; or Tenant or Guarantor institutes (by petition, application, answer, consent or shall file otherwise) any petition or answer seeking for itself any bankruptcy, insolvency, reorganization, arrangement, compositionreadjustment of debt, readjustmentdissolution, liquidation, dissolution liquidation or similar relief proceeding relating to it under the laws of any present jurisdiction; or future statuteany such proceeding is instituted (by petition, law application or regulationotherwise) against Tenant or Guarantor, or shall file any answer admitting judgment, writ, warrant of attachment or shall fail timely to contest execution or similar process is issued or levied against a substantial party of the material allegations property of a petition filed against it in any such proceeding, either Tenant or shall seek or consent to or acquiesce in the appointment of any trustee, custodian, receiver or liquidator of Lessee or any material part of its propertiesGuarantor; 17.1.6 Tenant vacates or abandons the Property (e) if, without the consent temporary closures for environmental remediation or acquiescence of Lessee, an order shall be entered constituting an order for relief Remodeling or approving repair in accordance with this Lease for a petition for relief or reorganization or any other petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or other similar relief under any present or future statute, law or regulation, or if any such petition shall be filed against Lessee and such petition shall period not to exceed six months will not be dismissed within 60 days, deemed to be a vacation or if, without abandonment of the consent or acquiescence of Lessee, an order shall be entered appointing a trustee, custodian, receiver or liquidator of Lessee or of any material part of its properties, and such appointment shall not be dismissed within 60 daysProperty); (f) if a final judgment for the payment of money of more than $20,000,000.00 shall be rendered against Lessee and within 60 days after the entry thereif, such judgment shall not have been removed or its enforcement stayed by bond or otherwise; (g) if Lessee shall fail to comply in all material respects with the requirements of any note, mortgage, deed to secure debt, security agreement or other instrument or document evidencing, securing or otherwise relating to any indebtedness for monies borrowed of $20,000,000.00 or more owed by Lessee to Lessor or to any third party and as a result thereof such indebtedness becomes due before its stated maturity, or if Lessee shall fail to comply in all material respects with the requirements of any lease with Lessor, either of the GECC Leases or with the requirements of any Material Lease, and as i result of such failure Lessor, GECC or the lessor under such Material Lease shall terminate such lease or shall exercise its right to retake possession of the leased property without terminating such lease; (h) if 17.1.7 any representation or warranty made by Lessee under this Lease, under Guarantor in the Acquisition Agreement Guaranty or in any officer's certificate shall prove to have been inaccurate other document executed in connection therewith was untrue in any material respect when made; 17.1.8 until the Loan and all Loan Obligations are indefeasibly paid in full, ownership of Tenant changes other than transfers in ownership to (a) a Life Time Affiliate, or (b) any Qualified Equityholder (as such term is defined in and made applicable to Tenant in the Reimbursement Agreement); 17.1.9 an “Event of Default” (unless such inaccuracy was unintentional and is no longer materialas defined in the Other Lease) and Lessee shall fail to take such action as is necessary to make such warranty or representation true and accurate within a period of 30 days after Lessor shall have notified Lessee of such inaccuracyoccurs; or 17.1.10 Tenant subleases the Property or assigns this Lease in violation of Article 15 of this Lease, and such failure is not cured within 10 business days after Landlord’s written notice thereof. 17.2 If this Lease shall have been terminated pursuant to Section 17.1, Landlord may enter upon and repossess the Property (isaid repossession being hereinafter referred to as “Repossession”) if any one by summary proceedings or more ejectment, and may remove Tenant and all other persons therefrom. 17.3 From time to time after the Repossession of the following Property, Landlord may relet the Property for the account of Tenant (unless Landlord has elected to collect liquidated damages pursuant to Section 17.5 below) in the name of Landlord or otherwise, for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the Term) and on such terms and for such uses as Landlord may in its reasonable business judgment determine, and may collect and receive the rent therefor. Landlord shall occur:not be responsible or liable for any failure to collect any rent due upon any such reletting. Landlord shall act reasonably to mitigate damages. (ii) Lessee 17.4 No termination of this Lease pursuant to Section 17.1 and no Repossession of the Property pursuant to Section 17.2 or otherwise shall cease relieve Tenant of its obligation to be a wholly-owned subsidiary pay Basic Rent or any of Tenneco; (iii) Lessee shall be sold toits other obligations under this Lease, merged into or consolidated with any other corporation, or substantially all of its assets which shall be soldsurvive any such termination or Repossession. 17.5 In the event of any such termination or Repossession, whether or not the property shall have been relet, Tenant shall pay to Landlord the Basic Rent and other sums and charges to be paid by Tenant up to the time of such transaction is permitted termination or Repossession, and thereafter Tenant, until the end of what would have been the Term in the absence of such termination or Repossession, shall pay to Landlord, as and for liquidated and agreed current damages for Tenant’s default, the equivalent of the amount of the Basic Rent and such other sums and charges which would be payable under this Lease by Tenant if this Lease were still in effect, less the net proceeds if any, of any reletting effected pursuant to the provisions of Section 38 hereof; (iv) 30% or more 17.3, after deducting all of the outstanding common stock of Lessee shall be repurchased by Lessee during any 12 month period; or (v) Lessee shall pay or declare a dividend; and as a result of the occurrence of (i)Landlord’s expenses in connection with such reletting, (ii), (iii) or (iv), the Net Worth of Lessee immediately thereafter shall not be at least 50% of the level of Lessee's Net Worth as of the fiscal year-end immediately preceding such occurrence; then, and in any such event (regardless of the pendency of any proceeding which has or might have the effect of preventing Lessee from complying with the terms of this Lease), Lessor, at any time thereafter so long as such event shall be continuing may give a written termination notice to Lessee, and on the date specified in such notice this Lease shall terminate and, subject to Section 24, the Lease Term shall expire and terminate, and all rights of Lessee under this Lease shall cease, unless before such date (i) all arrears of Basic Rent and Additional Rent payable by Lessee under this Lease (together with Default Interest thereon) and all costs and expenses (including, without limitation, reasonable all repossession costs, brokerage and management commissions, operating expenses legal expenses, attorneys' fees ’ fees, and expenses) incurred by reasonable, market expenses of preparation for such reletting. Tenant shall pay such current damages to Landlord monthly on the days on which the Basic Rent would have been payable under this Lease if this Lease were still in effect, and Landlord shall be entitled to recover the same from Tenant on each such day. At any time after such termination or on behalf of Lessor hereunderRepossession, whether or not Landlord shall have been paid by Lesseecollected any current damages as aforesaid, Landlord shall be entitled to recover from Tenant, and Tenant shall pay to Landlord on demand, as and for liquidated and agreed final damages for Tenant’s default, an amount equal to the then present value of the excess of the Basic Rent reserved under this Lease from the day of such termination or Repossession for what would be the then unexpired Term if the same had remained in effect, over the then Fair Rental Value for the same period, discounted at a rate equal to one percent (ii1.0%) all other Defaults plus the discount rate at the time existing of liquidation of the Federal Reserve Bank for the district in which the Property is located. 17.6 No failure by Landlord to insist upon the strict performance of any term hereof or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial rent during the continuance of any such breach, shall constitute a waiver of any such breach or of any such term. 17.7 Tenant may exercise and continue to exercise all of its rights under this Lease shall have been fully remedied upon the occurrence and during the continuance of any default or Event of Default under this Lease up to the satisfaction point of Lessortermination of this Lease and actual Repossession, Lessee shall reimburse Lessor for all costs and expenses incurred by or on behalf of Lessor (as defined in Section 17.2, including, without limitationbut not limited to, attorneys' fees and expenses) occasioned by any Default by Lessee under this Leasethe First Offer Right.

Events of Default Termination. If any one or more Each of the following events (each of which is referred to in this Lease as shall constitute an "Event of Default") shall occur: (a) if Lessee Tenant shall fail to pay any Basic Rent within five Rent, Supplemental Rent, Tax Payment or Cancellation Payment, when and as the same becomes due and payable and such failure continues for a period of 7 days after the due date thereof;notice from Landlord of such failure referring to this Section 22(a), specifying such failure and requiring it to be remedied is given to Tenant; or (b) if Lessee if, in any period of 12 consecutive months, (i) in two separate instances, Tenant shall fail to pay any Additional Basic Rent, Supplemental Rent within five days after or Tax Payment when and as the same becomes due date thereofand payable and notice of such failure has been given to Tenant under Section 22(a) and (ii) in a third or later instance, Tenant shall fail to pay any Basic Rent, Supplemental Rent or Tax Payment coming due when and as the same becomes due and payable; (c) if Lessee Tenant shall fail to pay any sum due to Landlord under the Initial Improvements Agreement or under this Lease other than any Basic Rent, Supplemental Rent or Tax Payment when and as the same becomes due and payable and such failure continues for a period of 30 days after notice from Landlord of such failure referring to this Section 22(c), specifying such failure and requiring it to be remedied is given to Tenant; (d) if Tenant shall fail to pay any amount under Article 19 when due; or (e) if Tenant shall fail to perform or comply with any term of Article 13 or provision 14 and such failure continues for a period of 15 days after notice from Landlord of such failure referring to this Lease other than a Section 22(e), specifying such failure and requiring it to pay Basic Rent be remedied is given to by Tenant; or (f) if Tenant shall fail to perform or Additional Rent comply with any term of Article 12, and such failure shall continue for more than 30 days after notice from the earlier of (i) the date upon which Lessor gives notice Landlord of such failure referring to Lessee or (ii) the date upon which the principal operating officer of Lessee responsible for the operations of the Property determines that this Section 22(f), specifying such failure has occurredand requiring it to be remedied is given to Tenant; provided, that in case such failure cannot with due diligence be remedied by Tenant within a period of 30 days, if Tenant proceeds as promptly as may be reasonably possible after the giving of such notice and with all due diligence to remedy such failure and thereafter to prosecute the remedying of such failure with all due diligence, the period of time after the receipt of such notice by Tenant within which to remedy such failure shall be extended for such period as may be necessary to remedy the same with all due diligence; or (g) if Tenant shall fail to perform or comply with any term of this Lease or the Initial Improvements Agreement (other than any failure referred to in a previous subdivision of this Article 22), and such failure shall continue for more than 30 days after notice from Landlord of such failure referring to this Section 22(g), specifying such failure and requiring it to be remedied is given to Tenant; provided, that in case such failure cannot with due diligence be remedied by Tenant within a period of 30 days, if Tenant proceeds as promptly as may be reasonably possible after the receipt of such notice and with all due diligence to remedy such failure and thereafter to prosecute the remedying of such failure with all due diligence, the period of time after the receipt of such notice by Tenant within which to remedy such failure shall be extended for such period as may be necessary to remedy the same with all due diligence; provided further that, in the case of any such failure that is susceptible of cure by the Lessee, but that cannot with diligence be cured within such 30 day periodthis Section 22(g) only, if Lessee shall have promptly commenced to cure the same and shall thereafter prosecute the curing thereof with diligence, the period Tenant within which such failure may be cured shall be extended for such further period (not exceeding 90 days) as shall reasonably be required for the curing thereof with diligence; (d) if Lessee shall make an assignment for the benefit of creditors, or shall be generally not paying its debts as they become due or shall commence a case under the Bankruptcy Code, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting or shall fail timely to contest the material allegations of a petition filed against it in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, custodian, receiver or liquidator of Lessee or any material part of its properties; (e) if, without the consent or acquiescence of Lessee, an order shall be entered constituting an order for relief or approving a petition for relief or reorganization or any other petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or other similar relief under any present or future statute, law or regulation, or if any such petition shall be filed against Lessee and such petition shall not be dismissed within 60 days, or if, without the consent or acquiescence of Lessee, an order shall be entered appointing a trustee, custodian, receiver or liquidator of Lessee or of any material part of its properties, and such appointment shall not be dismissed within 60 days; (f) if a final judgment for the payment of money of more than $20,000,000.00 shall be rendered against Lessee and within 60 15 days after the entry thereif, receipt of such judgment notice of default shall not have been removed or its enforcement stayed by bond or otherwise; (g) if Lessee shall fail to comply in all material respects with dispute the requirements of any note, mortgage, deed to secure debt, security agreement or other instrument or document evidencing, securing or otherwise relating to any indebtedness for monies borrowed of $20,000,000.00 or more owed by Lessee to Lessor or to any third party and as a result thereof such indebtedness becomes due before its stated maturity, or if Lessee shall fail to comply in all material respects with the requirements of any lease with Lessor, either of the GECC Leases or with the requirements of any Material Lease, and as i result existence of such failure Lessorthe matter shall be determined by arbitration and if it shall be determined that such failure exists, GECC or the lessor under such Material Lease shall terminate such lease or shall exercise its right to retake possession of the leased property without terminating such lease; (h) if any representation or warranty made by Lessee under this Lease, under the Acquisition Agreement or in any officer's certificate shall prove to have been inaccurate in any material respect when made (unless such inaccuracy was unintentional and is no longer material) and Lessee shall fail to take such action as is necessary to make such warranty or representation true and accurate time within a period of 30 days after Lessor which Tenant shall have notified Lessee to remedy the same shall run from the date of such inaccuracydetermination; or provided finally, however, that if (i) if by reason of such failure, any one or more Superior Mortgagee shall give notice of default under the following shall occur: Superior Mortgage held by it, and (ii) Lessee Landlord shall so notify Tenant, then the immediately preceding proviso shall cease to be a wholly-owned subsidiary effective with respect to such failure and the time within which Tenant shall have to remedy the same shall run from the date of Tenneco; (iii) Lessee Landlord's notice under this proviso. This Lease and the term and estate hereby granted are subject to the limitation that if an Event of Default shall be sold tooccur then, merged into or consolidated with in addition to any other corporationremedies available to Landlord at law or in equity, or substantially all of its assets shall be sold, whether or not such transaction is permitted under the provisions of Section 38 hereof; (iv) 30% or more of the outstanding common stock of Lessee shall be repurchased by Lessee during any 12 month period; or (v) Lessee shall pay or declare a dividend; and as a result of the occurrence of (i), (ii), (iii) or (iv), the Net Worth of Lessee immediately thereafter shall not be at least 50% of the level of Lessee's Net Worth as of the fiscal year-end immediately preceding such occurrence; then, and in any such event (regardless of the pendency of any proceeding which has or might have the effect of preventing Lessee from complying with the terms of this Lease), Lessor, Landlord may at any time thereafter so long as during the continuance of such event Event of Default give to Tenant a notice (a "Lease Termination Notice") specifying a date, not less than five days after the date of such notice, on which specified date this Lease shall be continuing may give a written termination notice to Lesseeterminate, and on the date specified in such notice this Lease shall terminate anddate, subject to Section 24Article 25 relating to the survival of Tenant's obligations, this Lease and the Lease Term term and estate hereby granted shall expire and terminate, terminate by limitation and all rights of Lessee Tenant under this Lease shall cease, unless before such date (i) all arrears of Basic Rent and Additional Rent payable by Lessee under this Lease (together with Default Interest thereon) and all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by but Tenant shall remain liable for damages as provided herein or on behalf of Lessor hereunder, shall have been paid by Lessee, and (ii) all other Defaults at the time existing under this Lease shall have been fully remedied pursuant to the satisfaction of Lessor, Lessee shall reimburse Lessor for all law. All costs and expenses incurred by or on behalf of Lessor Landlord (including, without limitation, attorneys' fees and expenses) occasioned by any Event of Default by Lessee Tenant under this LeaseLease shall be payable by Tenant upon demand by Landlord (together with interest thereon at the Interest Rate).

Events of Default Termination. If any one or more of the following events (each of which is referred to in this Lease as an "Event Events of Default") shall occur: (a) if Lessee shall fail to pay any Basic Rent within five rent and such failure shall continue for more than twenty (20) days after the due date thereof;notice thereof from Lessor; or (b) if Lessee shall fail to pay any Additional Rent within five days after the due date thereof; (c) if Lessee shall fail to perform or comply with any term or provision of this Lease other than a failure to pay Basic Rent or Additional Rent and hereof, such failure shall continue for more than 30 90 days after notice thereof from Lessor, and Lessee shall not, subject to Unavoidable Delays, within such period commence with due diligence and dispatch the earlier of (i) the date upon which Lessor gives notice curing of such failure to Lessee or (ii) the date upon which the principal operating officer of Lessee responsible for the operations of the Property determines that such failure has occurred; provided thatdefault, in the case of any such failure that is susceptible of cure by the Lesseeor, but that cannot with diligence be cured within such 30 day periodhaving so commenced, if Lessee shall have promptly commenced to cure the same and shall thereafter fail or neglect, for reasons other than Unavoidable Delays, to prosecute or complete with due diligence and dispatch the curing thereof with diligence, the period within which of such failure may be cured shall be extended for such further period (not exceeding 90 days) as shall reasonably be required for the curing thereof with diligence;default; or (dc) if Lessee shall make an a general assignment for the benefit of creditors, or shall be generally not paying admit in writing its inability to pay its debts as they become due or shall commence file a case under the Bankruptcy Codepetition in bankruptcy, or shall be adjudicated a bankrupt or insolvent, or shall file any a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file any an answer admitting or shall fail timely seasonably to contest the material allegations of a petition filed against it in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, custodian, receiver or liquidator of Lessee or any material part of its properties;; or (ed) if, without within 90 days after the consent or acquiescence commencement of Lessee, an order shall be entered constituting an order for relief or approving a petition for relief or reorganization or any other petition proceeding against Lessee seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or other similar relief under any present or future statute, law or regulation, or if any such petition shall be filed against Lessee and such petition proceeding shall not be dismissed within 60 dayshave been dismissed, or if, within 90 days after the appointment without the consent or acquiescence of Lessee, an order shall be entered appointing a of any trustee, custodian, receiver or liquidator of Lessee or of any material part of its properties, and such appointment shall not be dismissed within 60 days; (f) if a final judgment for the payment of money of more than $20,000,000.00 shall be rendered against Lessee and within 60 days after the entry thereif, such judgment shall not have been removed or its enforcement stayed by bond or otherwise; (g) if Lessee shall fail to comply in all material respects with the requirements of any note, mortgage, deed to secure debt, security agreement or other instrument or document evidencing, securing or otherwise relating to any indebtedness for monies borrowed of $20,000,000.00 or more owed by Lessee to Lessor or to any third party and as a result thereof such indebtedness becomes due before its stated maturity, or if Lessee shall fail to comply in all material respects with the requirements of any lease with Lessor, either of the GECC Leases or with the requirements of any Material Lease, and as i result of such failure Lessor, GECC or the lessor under such Material Lease shall terminate such lease or shall exercise its right to retake possession of the leased property without terminating such lease; (h) if any representation or warranty made by Lessee under this Lease, under the Acquisition Agreement or in any officer's certificate shall prove to have been inaccurate in any material respect when made (unless such inaccuracy was unintentional and is no longer material) and Lessee shall fail to take such action as is necessary to make such warranty or representation true and accurate within a period of 30 days after Lessor shall have notified Lessee of such inaccuracy; or (i) if any one or more of the following shall occur: (ii) Lessee shall cease to be a wholly-owned subsidiary of Tenneco; (iii) Lessee shall be sold to, merged into or consolidated with any other corporation, or substantially all of its assets shall be sold, whether or not such transaction is permitted under the provisions of Section 38 hereof; (iv) 30% or more of the outstanding common stock of Lessee shall be repurchased by Lessee during any 12 month period; or (v) Lessee shall pay or declare a dividend; and as a result of the occurrence of (i), (ii), (iii) or (iv), the Net Worth of Lessee immediately thereafter shall not be at least 50% of the level of Lessee's Net Worth as of the fiscal year-end immediately preceding such occurrencevacated; then, and in any such event (regardless of the pendency tendency of any proceeding which has or might have the effect of preventing Lessee from complying with the terms of this Lease), Lessor, at any time thereafter so long as such event shall be continuing may give a written termination notice to Lessee, and and, subject to Section 19, on the date specified in such notice this Lease shall terminate and, subject to Section 24, the Lease Term shall expire and terminateterminate by limitation, and all rights of Lessee under this Lease shall cease, unless before such date (i) all arrears of Basic Rent and Additional Rent payable by Lessee under this Lease Rent, (together with Default Interest thereoninterest thereon at the rate of 10% per annum) and all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by or on behalf of Lessor hereunder, shall have been paid by Lessee, and (ii) all other Defaults defaults at the time existing under this Lease shall have been fully remedied to the reasonable satisfaction of Lessor, Lessee shall reimburse Lessor for all costs and expenses incurred by or on behalf of Lessor (including, without limitation, attorneys' fees and expenses) occasioned by any Default by Lessee under this Lease.

Events of Default Termination. If any one or more of (a) Licensor and Licensee agree that the following shall constitute events (each of which is referred to in this Lease as an "Event of Default") shall occurdefault by Licensee: (ai) if Lessee Licensee shall fail to pay make any Basic Rent payment due Licensor or Licensor’s Affiliate hereunder within five days after the due date thereof; (b) time periods provided in this Agreement, and if Lessee shall fail to pay any Additional Rent within five days after the due date thereof; (c) if Lessee shall fail to perform or comply with any term or provision of this Lease other than a failure to pay Basic Rent or Additional Rent and such failure shall continue for more than 30 days from the earlier of (i) the date upon which Lessor gives notice of such failure to Lessee or (ii) the date upon which the principal operating officer of Lessee responsible for the operations of the Property determines that such failure has occurred; provided that, in the case of any such failure that is susceptible of cure by the Lessee, but that cannot with diligence be cured within such 30 day period, if Lessee shall have promptly commenced to cure the same and shall thereafter prosecute the curing thereof with diligence, the period within which such failure may be cured shall be extended for such further period (not exceeding 90 days) as shall reasonably be required for the curing thereof with diligence; (d) if Lessee shall make an assignment for the benefit of creditors, or shall be generally not paying its debts as they become due or shall commence a case under the Bankruptcy Code, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting or shall fail timely to contest the material allegations of a petition filed against it in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, custodian, receiver or liquidator of Lessee or any material part of its properties; (e) if, without the consent or acquiescence of Lessee, an order shall be entered constituting an order for relief or approving a petition for relief or reorganization or any other petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or other similar relief under any present or future statute, law or regulation, or if any such petition shall be filed against Lessee and such petition shall not be dismissed within 60 days, or if, without the consent or acquiescence of Lessee, an order shall be entered appointing a trustee, custodian, receiver or liquidator of Lessee or of any material part of its properties, and such appointment shall not be dismissed within 60 days; (f) if a final judgment for the payment of money of more than $20,000,000.00 shall be rendered against Lessee and within 60 days after the entry thereif, such judgment shall not have been removed or its enforcement stayed by bond or otherwise; (g) if Lessee shall fail to comply in all material respects with the requirements of any note, mortgage, deed to secure debt, security agreement or other instrument or document evidencing, securing or otherwise relating to any indebtedness for monies borrowed of $20,000,000.00 or more owed by Lessee to Lessor or to any third party and as a result thereof such indebtedness becomes due before its stated maturity, or if Lessee shall fail to comply in all material respects with the requirements of any lease with Lessor, either of the GECC Leases or with the requirements of any Material Lease, and as i result of such failure Lessor, GECC or the lessor under such Material Lease shall terminate such lease or shall exercise its right to retake possession of the leased property without terminating such lease; (h) if any representation or warranty made by Lessee under this Lease, under the Acquisition Agreement or in any officer's certificate shall prove to have been inaccurate in any material respect when made (unless such inaccuracy was unintentional and is no longer material) and Lessee shall fail to take such action as is necessary to make such warranty or representation true and accurate within a period of 30 fifteen (15) business days after Lessor shall have notified Lessee following written notice of such inaccuracynon-payment; or (iii) if any one Licensee shall fail to deliver to Licensor an updated Annual Sales Plan on or more of before the following shall occur: (ii) Lessee shall cease to be a wholly-owned subsidiary of Tenneco;date required by Section 5 hereof; or (iii) Lessee if Licensee shall fail to submit, by the date specified in Section 9(c) hereof, to Licensor for Licensor’s approval samples of each item comprising the Licensed Articles to be sold toby Licensee, merged into or consolidated together with any other corporationsamples of the containers, or substantially all of its assets shall be soldpackages, whether or not such transaction is permitted under cartons and the provisions of Section 38 hereof;like therefor; or (iv) 30% or more if, as required by Section 6(b), Licensee shall fail to submit to Licensor for its approval prior to placement thereof copies of all proposed advertising and promotional materials to be used in connection with the outstanding common stock of Lessee shall be repurchased by Lessee during any 12 month periodLicensed Articles; or (v) Lessee shall pay if a secured party accelerates an obligation of Licensee and notifies Licensee of its intent to foreclose a security interest in the Licensed Articles; or (vi) if Licensee fails to manufacture, market, distribute and sell the Licensed Articles in strict conformity with the Product Specifications and the Corporate Standards Guide; or (vii) if due to a defect or declare a dividendan error in design, workmanship, labeling or advertising any item or items comprising the Licensed Articles is or are recalled or the distribution and sales of such Licensed Articles are prohibited pursuant to any court order or pursuant to any government issued order, mandate or doctrine such that in Licensor’s sole judgment the ability of Licensee to perform fully its obligations under this Agreement has been materially impaired; or (viii) if Licensee fails to manufacturer, market, distribute and as a result of sell the occurrence of (i), (ii), (iii) or (iv), the Net Worth of Lessee immediately thereafter shall not be at least 50% of the level of Lessee's Net Worth as of the fiscal year-end immediately preceding such occurrence; then, and Licensed Articles substantially in any such event (regardless of the pendency of any proceeding which has or might have the effect of preventing Lessee from complying accordance with the terms of the Annual Sales Plan (recognizing that the Annual Sales Plan is a projection and not a commitment to achieve specific levels of sales of Licensed Articles); or (ix) Licensee discontinues the distribution of the Licensed Articles for a period of thirty (30) consecutive days, or sixty (60) days in the aggregate during any AMR Period during the Contract Term; or (x) if Licensee fails to sell the Licensed Articles only to Customers; or (xi) if Licensee breaches in any material respect any representation or warranty made under this LeaseAgreement or fails to satisfy or fully perform in any material respect any of the other terms, conditions, agreements, covenants or obligations under this Agreement; or (xii) if Licensee fails to fulfill its obligations under Section 20 of this Agreement regarding the termination of a contract manufacturer; or (xiii) without the prior written approval of Licensor, if at least fifty-one percent (51%) of the voting control of Licensee vests in a person or a Company which itself is reasonably deemed to be a Competitor of Licensor or which is under the control of a person or Company which is reasonably deemed to be a Competitor of Licensor; then, upon the occurrence of any of the foregoing events of default, Licensee shall have committed a material breach of this Agreement and Licensee shall be in default hereunder. (b) With respect to the events of default other than the events of default in Sections 12(a)(i), Lessor12(a)(v), at any time thereafter so long as 12(a)(vii) and 12(a)(xiii), if after having given Licensee written notice of such an event of default and Licensee’s having failed to correct or cure such event of default or take steps reasonably acceptable to Licensor to cure or correct such event of default within thirty (30) days after receipt of the notice of default, Licensor, in its sole discretion shall be continuing have the right to pursue any right or remedy it may give a written termination notice to Lesseehave at law or equity or otherwise under this Agreement, and on in addition thereto, may terminate the Contract Term effective upon the date specified in such notice. (c) With respect to the events of default described in Sections 12(a)(i), 12(a)(v), 12(a)(vii) and 12(a)(xiii), Licensor shall not be required either to provide Licensee with any notice of default or to permit Licensee an opportunity to correct or cure an event of default, and Licensor may pursue any rights or remedies it may have at law or equity or under this Lease Agreement including the termination of the Contract Term; and if Licensor elects to terminate the Contract Term, Licensor shall give Licensee written notice of termination, and the Contract Term shall terminate andupon the date specified in such notice. (d) Licensor and Licensee agree that, subject to Section 24in the event of a default, the Lease damages that Licensor would sustain as a result thereof would be difficult to ascertain; and therefore, Licensor and Licensee agree that Licensor in its sole discretion may elect to receive the total amount of the Annual Minimum Royalty due during the balance of the Contract Term and retain the right to enforce the indemnities and other provisions of this Agreement which expressly survive a termination of this Agreement, as full and complete liquidated damages. Notwithstanding the foregoing, in no event shall expire and terminatethe foregoing “liquidated damages” provision apply to or limit the damages recoverable by Licensor with respect to (w) Licensee’s obligation to indemnify Licensor in accordance with this Agreement; (x) third-party claims; (y) Licensee’s failure to perform any obligations which, by the express terms of this Agreement, survive the termination of this Agreement; or (z) the obligations of the parties pursuant to any other instrument or agreement executed by the parties in connection with this Agreement. (e) Licensee may terminate this Agreement upon thirty (30) days’ advance written notice to Licensor in the event that Licensor breaches any material representation, warranty, condition, covenant or obligation made under this Agreement (a “Licensor Event of Default”), and all rights fails to cure such breach during such thirty (30) day period. In the event that Licensee terminates this Agreement due to a Licensor Event of Lessee under this Lease Default, Licensee shall ceasenot be required to pay to Licensor any additional installment of Annual Minimum Royalty, unless before such date but shall remain obligated to pay Licensor (i) all arrears Earned Royalty due with respect to Net Sales as of Basic Rent and Additional Rent payable by Lessee under this Lease (together with Default Interest thereon) and all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by or on behalf the effective date of Lessor hereunder, shall have been paid by Lessee, and termination of the Contract Term; (ii) all royalty due with respect to Net Sales occurring during the Sell-Off Period (as hereinafter defined); and (iii) all other Defaults amounts due Licensor as of the effective date of termination of the Contract Term. (f) Upon the expiration or early termination of the Contract Term for any reason whatsoever, and except as provided in Section 13 hereof, all rights in the Licensed Property automatically shall revert to Licensor, and Licensee immediately shall cease and, thereafter, refrain from all use of (i) the Licensed Property (by destroying or returning to Licensor at no cost to Licensor all materials displaying the time existing Licensed Property, excluding finished goods comprising the Licensed Articles which shall be handled in accordance with Section 13 hereof); (ii) any trademarks, designs and patterns which are similar to the Licensed Marks and the Licensed Designs; and (iii) any containers, packages, cartons, wrappers, advertising and promotional pieces (in whatever medium) and all similar materials displaying the Licensed Property. (g) Notwithstanding the early termination or expiration of the Contract Term, neither Licensor nor Licensee shall be released from any obligation that accrued prior to the date of expiration or early termination; and Licensor and Licensee shall remain bound by the provisions of this Agreement which by their terms impose upon Licensee obligations extending beyond the effective date of early termination or expiration of the Contract Term. (h) Upon the occurrence of an event of default described in Section 12(a), Licensor, in its sole discretion and in addition to any other right or remedy it may have at law or in equity or otherwise under this Lease Agreement, may elect to suspend rather than terminate the right and license granted hereunder by giving written notice of such suspension to Licensee, and the right and license granted hereunder shall have been fully remedied be suspended until such time as pursuant to the satisfaction of Lessor, Lessee shall reimburse Lessor for all costs and expenses incurred by or on behalf of Lessor (including, without limitation, attorneys' fees and expenses) occasioned by any Default by Lessee written notice Licensor reinstates said Licensee rights under this LeaseAgreement. During any such period of suspension of the licensed rights granted under this Agreement, Licensee shall cease all advertising, promotion, manufacture and distribution of the Licensed Articles in the Territory; but Licensee’s obligations to Licensor under this Agreement shall remain unaffected, including but not limited to Licensee’s obligations to pay the Annual Minimum Royalty. (i) Within thirty (30) days following the early termination or expiration of the Contract Term, Licensee shall return to Licensor, and Licensor shall return to Licensee, all Confidential Information of the other party. (j) Within thirty (30) days following the early termination or expiration of the Contract Term, upon Licensor’s written request, Licensee shall return to Licensor all original catalogs, brochures, photographs, computer assisted designs, “chromes,” digital electronic images and files and any other materials fixed or embodied in any form or medium whatsoever, and all copies, abstracts, summaries, derivations or compilations thereof, which were furnished to Licensee or which were created or developed by Licensee during the Contract Term using materials supplied by Licensor and with respect to which Licensor owns, controls or claims exclusive proprietary rights therein.

Events of Default Termination. If any one or more 7.01 In the event Insperity fails to accept delivery of the following events (each of which is referred Embraer Aircraft and pay the Purchase Price to in this Lease as an "Event of Default") shall occur: (a) if Lessee shall fail Bus Av/Del pursuant to pay any Basic Rent within five days after the due date thereof; (b) if Lessee shall fail to pay any Additional Rent within five days after the due date thereof; (c) if Lessee shall fail to perform or comply with any term or provision terms of this Lease other than a failure to pay Basic Rent or Additional Rent and such failure shall continue for more than 30 days from the earlier of (i) the date upon which Lessor gives notice of such failure to Lessee or (ii) the date upon which the principal operating officer of Lessee responsible for the operations of the Property determines that such failure has occurred; provided that, in the case of any such failure that is susceptible of cure by the Lessee, but that cannot with diligence be cured within such 30 day period, if Lessee shall have promptly commenced to cure the same and shall thereafter prosecute the curing thereof with diligence, the period within which such failure may be cured shall be extended for such further period (not exceeding 90 days) as shall reasonably be required for the curing thereof with diligence; (d) if Lessee shall make an assignment for the benefit of creditors, or shall be generally not paying its debts as they become due or shall commence a case under the Bankruptcy Code, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting or shall fail timely to contest the material allegations of a petition filed against it in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, custodian, receiver or liquidator of Lessee or any material part of its properties; (e) if, without the consent or acquiescence of Lessee, an order shall be entered constituting an order for relief or approving a petition for relief or reorganization or any other petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or other similar relief under any present or future statute, law or regulation, or if any such petition shall be filed against Lessee and such petition shall not be dismissed within 60 days, or if, without the consent or acquiescence of Lessee, an order shall be entered appointing a trustee, custodian, receiver or liquidator of Lessee or of any material part of its properties, and such appointment shall not be dismissed within 60 days; (f) if a final judgment for the payment of money of more than $20,000,000.00 shall be rendered against Lessee and within 60 days after the entry thereif, such judgment shall not have been removed or its enforcement stayed by bond or otherwise; (g) if Lessee shall fail to comply in all material respects with the requirements of any note, mortgage, deed to secure debt, security agreement or other instrument or document evidencing, securing or otherwise relating to any indebtedness for monies borrowed of $20,000,000.00 or more owed by Lessee to Lessor or to any third party and as a result thereof such indebtedness becomes due before its stated maturity, or if Lessee shall fail to comply in all material respects with the requirements of any lease with Lessor, either of the GECC Leases or with the requirements of any Material Lease, and as i result of such failure Lessor, GECC or the lessor under such Material Lease shall terminate such lease or shall exercise its right to retake possession of the leased property without terminating such lease; (h) if any representation or warranty made by Lessee under this Lease, under the Acquisition Agreement or in any officer's certificate shall prove to have been inaccurate the event Insperity otherwise breaches the terms of this Agreement (for reasons other than those set forth in any material respect when made (unless such inaccuracy was unintentional and is no longer materialSections 7.03 or 7.04 below) and Lessee the transactions contemplated hereby are not consummated, provided Bus Av/Del is not in breach or default of this Agreement, Bus Av/Del’s sole remedy shall fail be to take such action terminate this Agreement by written notice to Insperity and the Escrow Agent and to receive the Deposit. Upon notification to Insperity and the Escrow Agent of termination of this Agreement by Bus Av/Del pursuant to this Section 7.01, the Escrow Agent shall immediately pay the Deposit to Bus Av/Del as liquidated damages and Insperity shall remain responsible for its payment obligations hereunder (other than to pay the Purchase Price). Bus Av/Del and Insperity acknowledge and represent that the liquidated damages amount provided for in this Section 7.01 is necessary a reasonable estimate of the damages that would be incurred by Bus Av/Del in the event Insperity defaults on Insperity’s obligations under this Agreement. Bus Av/Del acknowledges and represents that Bus Av/Del’s receipt of the Deposit shall be the sole remedy available to make such warranty Bus Av/Del in the event that Insperity defaults on Insperity’s obligations under this Agreement and Bus Av/Del waives any other remedies that may be available to Bus Av/Del at law or representation true in equity. Upon notification of termination of this Agreement pursuant to this Section 7.01, this Agreement shall be of no further force or effect and accurate within a period none of 30 days after Lessor the parties shall have notified Lessee any further obligations or liabilities under this Agreement except as set forth in this Section 7.01. 7.02 In the event Bus Av/Del fails to deliver the Embraer Aircraft pursuant to the terms of this Agreement or otherwise breaches the terms of this Agreement (for reasons other than those set forth in Sections 7.03 and 7.04 below) and the transactions contemplated hereby are not consummated, provided Insperity is not in breach or default of this Agreement, Insperity’s sole remedy shall be to terminate this Agreement by written notice to Bus Av/Del and the Escrow Agent, receive the Deposit, and receive the Reimbursed Costs (as defined in this Section 7.02 below) from Bus Av/Del. Upon notification to Bus Av/Del and the Escrow Agent of termination of this Agreement by Insperity pursuant to this Section 7.02, the Escrow Agent shall immediately refund the Deposit to Insperity, and Bus Av/Del shall, as liquidated damages, reimburse Insperity for Insperity’s costs incurred during the Embraer Pre-Purchase Inspection and the test flight of the Embraer Aircraft to the extent already paid by Insperity (the “Reimbursed Costs”). Bus Av/Del and Insperity acknowledge and represent that the liquidated damages amount provided for in this Section 7.02 is a reasonable estimate of the damages that would be incurred by Insperity in the event Bus Av/Del defaults on Bus Av/Del’s obligations under this Agreement. Insperity acknowledges and represents that Insperity’s receipt of the Deposit and receipt of the Reimbursement Costs by Bus Av/Del shall be the sole remedy available to Insperity in the event that Bus Av/Del defaults on Bus Av/Del’s obligations under this Agreement and Insperity waives any other remedies that may be available to Insperity at law or in equity. Upon notification of termination of this Agreement pursuant to this Section 7.02, this Agreement shall be of no further force or effect and none of the parties shall have any further obligations or liabilities under this Agreement except as set forth in this Section 7.02. 7.03 This Agreement may be terminated by either party, if prior to Closing, the Embraer Aircraft or the G100 Aircraft is lost, destroyed or damaged beyond economic repair or the Embraer Aircraft or the G100 Aircraft suffers damage that results in the aircraft being unable to meet the delivery conditions. In the event of such inaccuracy; or (i) if any one termination, the Escrow Agent shall return the Deposit to Insperity. Upon notification of termination of this Agreement pursuant to this Section 7.03, this Agreement shall be of no further force or more effect and none of the following parties shall occur:have any further obligations or liabilities under this Agreement except as set forth in this Section 7.03. (ii) Lessee shall cease 7.04 If either Bus Av/Del or Insperity fails to be a wholly-owned subsidiary of Tenneco; (iii) Lessee shall be sold to, merged into or consolidated with any other corporation, or substantially all of perform its assets shall be sold, whether or not such transaction is permitted under the provisions of Section 38 hereof; (iv) 30% or more of the outstanding common stock of Lessee shall be repurchased by Lessee during any 12 month period; or (v) Lessee shall pay or declare a dividend; and as a result obligations because of the occurrence of (i)) acts of God or the public enemy, terrorism, civil war, insurrection or riots; (ii)) fires, explosions or serious accidents; (iii) governmental priorities or allocations, strikes or labor disputes, receipt of equipment or parts from vendors; or (iv)) any other cause beyond that party’s reasonable control; then that party’s performance shall be excused for a period equal to the period of such cause for failure to perform; provided that, the Net Worth excused party shall give the other parties prompt notice of Lessee immediately thereafter such cause for failure to perform; and provided further that if such failure to perform continues for sixty (60) days, then any party shall have the option to terminate this Agreement by notice in writing, in which event the Deposit shall be returned to Insperity. Upon notification of termination of this Agreement pursuant to this Section 7.04, this Agreement shall be of no further force or effect and none of the parties shall have any further obligations or liabilities under this Agreement except as set forth in this Section 7.04. This Section 7.04 shall not be at least 50% apply to the inability of a party to make payments required under this Agreement unless such inability is caused by a system-wide failure of the level of Lessee's Net Worth as of the fiscal year-end immediately preceding such occurrence; then, and in any such event (regardless of the pendency of any proceeding which has or might have the effect of preventing Lessee from complying with the terms of this Lease), Lessor, at any time thereafter so long as such event shall be continuing may give a written termination notice to Lessee, and on the date specified in such notice this Lease shall terminate and, subject to Section 24, the Lease Term shall expire and terminate, and all rights of Lessee under this Lease shall cease, unless before such date (i) all arrears of Basic Rent and Additional Rent payable by Lessee under this Lease (together with Default Interest thereon) and all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by or on behalf of Lessor hereunder, shall have been paid by Lessee, and (ii) all other Defaults at the time existing under this Lease shall have been fully remedied to the satisfaction of Lessor, Lessee shall reimburse Lessor for all costs and expenses incurred by or on behalf of Lessor (including, without limitation, attorneys' fees and expenses) occasioned by any Default by Lessee under this Leasebanking industry.

Events of Default Termination. If any one or more of the following events (each of which is referred to in this Lease as an "Event Events of Default") shall occur:occur (whatever the reason therefor, and whether voluntary or involuntary or by operation of law or pursuant to or in compliance with any judgment, decree or order of any court of any rule or regulation of any administrative or governmental body): (a) if Lessee Tenant shall fail to pay any installment of Basic Rent within or Additional Rent, or other sum required to be paid by Tenant hereunder on the date the same becomes due and payable and such failure continues for more than five days (5) Business Days after the due date thereof;written notice of such failure has been provided to Tenant by Landlord; or (b) if Lessee shall fail to pay any Additional Rent within five days after the due date thereof; (c) if Lessee Tenant shall fail to perform or comply with any term or provision of this Lease (other than a failure those referred to pay Basic Rent in clause (a) above) or Additional Rent and any term of any instrument related hereto pursuant to which Tenant undertakes obligations or makes agreements for the benefit of Landlord or any Mortgagee and, in any such case, such failure shall continue for more than 30 days after an Officer of Tenant received notice (from the earlier of (iany source) the date upon which Lessor gives notice or otherwise obtains knowledge of such failure to Lessee non-performance or (ii) the date upon which the principal operating officer of Lessee responsible for the operations of the Property determines noncompliance; provided, however, that such failure has occurred; provided that, in the case of any such failure that is susceptible of cure by the Lessee, being cured but that cannot with diligence be cured within such 30 30-day period, if Lessee Tenant shall have promptly commenced commence to cure the same and shall thereafter prosecute the curing thereof with diligence, the period within which such failure may be cured shall be extended for such further period (not exceeding 90 days) as shall reasonably be required necessary for the curing thereof with diligence;; or (c) if any material representation or warranty made by Tenant herein, in any document or certificate furnished by Tenant or any Mortgagee in connection herewith or therewith or pursuant hereto or thereto, or any material representation or warranty made by Tenant in any assignment or reassignment by Landlord of this Lease shall be incorrect in any material respect as of the date when made; or (d) if Lessee the Property or the Improvements shall be abandoned and without maintenance and security; or (e) if Tenant shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make an a general assignment for the benefit of creditors, or shall be fail generally not paying to pay its debts as they become due or shall commence a case under the Bankruptcy Codedue, or shall file take any petition or answer seeking for itself corporate action to authorize any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting or shall fail timely to contest of the material allegations of a petition filed against it in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, custodian, receiver or liquidator of Lessee or any material part of its properties; (e) if, without the consent or acquiescence of Lessee, an order shall be entered constituting an order for relief or approving a petition for relief or reorganization or any other petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or other similar relief under any present or future statute, law or regulation, or if any such petition shall be filed against Lessee and such petition shall not be dismissed within 60 days, or if, without the consent or acquiescence of Lessee, an order shall be entered appointing a trustee, custodian, receiver or liquidator of Lessee or of any material part of its properties, and such appointment shall not be dismissed within 60 days;foregoing; or (f) if a final judgment for the payment of money of more than $20,000,000.00 an involuntary case or other proceeding shall be rendered commenced against Lessee and within 60 days after the entry thereifTenant seeking liquidation, such judgment shall not have been removed reorganization or other relief with respect to it or its enforcement stayed by bond or otherwise; (g) if Lessee shall fail to comply in all material respects with the requirements of debts under any notebankruptcy, mortgage, deed to secure debt, security agreement insolvency or other instrument similar law now or document evidencinghereafter in effect or seeking the appointment of a trustee, securing receiver, liquidator, custodian or otherwise relating to other similar official of it or any indebtedness substantial part of its property, and such involuntary case or other proceeding shall remain undischarged and unstayed for monies borrowed a period of $20,000,000.00 or more owed by Lessee to Lessor or to any third party and as a result thereof such indebtedness becomes due before its stated maturity90 days, or if Lessee an order for relief shall fail to comply in all material respects with the requirements of any lease with Lessor, either of the GECC Leases or with the requirements of any Material Lease, and as i result of such failure Lessor, GECC or the lessor under such Material Lease shall terminate such lease or shall exercise its right to retake possession of the leased property without terminating such lease; (h) if any representation or warranty made by Lessee under this Lease, be entered against Tenant under the Acquisition Agreement federal bankruptcy laws as now or hereafter in any officer's certificate shall prove to have been inaccurate in any material respect when made (unless such inaccuracy was unintentional and is no longer material) and Lessee shall fail to take such action as is necessary to make such warranty or representation true and accurate within a period of 30 days after Lessor shall have notified Lessee of such inaccuracy; or (i) if any one or more of the following shall occur: (ii) Lessee shall cease to be a wholly-owned subsidiary of Tenneco; (iii) Lessee shall be sold to, merged into or consolidated with any other corporation, or substantially all of its assets shall be sold, whether or not such transaction is permitted under the provisions of Section 38 hereof; (iv) 30% or more of the outstanding common stock of Lessee shall be repurchased by Lessee during any 12 month period; or (v) Lessee shall pay or declare a dividend; and as a result of the occurrence of (i), (ii), (iii) or (iv), the Net Worth of Lessee immediately thereafter shall not be at least 50% of the level of Lessee's Net Worth as of the fiscal year-end immediately preceding such occurrenceeffect; then, and in any such event (regardless of the pendency of any proceeding which has or might have the effect of preventing Lessee from complying with the terms of this Lease)event, Lessor, Landlord may at any time thereafter so long as thereafter, during the continuance of any such event shall be continuing may Event of Default, give a written termination notice to Lessee, and on Tenant specifying a date (not less than five days from the date specified in on which such notice is given) on which this Lease shall terminate, and, on such date, subject to the provisions of Section 26 hereof relating to the survival of Tenant's obligations hereunder, the term of this Lease shall terminate and, subject to Section 24, the Lease Term shall expire and terminate, by limitation and all rights of Lessee Tenant under this Lease shall cease, unless before such date (i) all arrears of Basic Rent and Additional Rent payable by Lessee under this Lease (together with Default Interest thereon) and all costs and expenses (including, without limitation, . All reasonable attorneys' fees and expenses) incurred by or on behalf of Lessor hereunder, shall have been paid by Lessee, and (ii) all other Defaults at the time existing under this Lease shall have been fully remedied to the satisfaction of Lessor, Lessee shall reimburse Lessor for all costs and expenses incurred by or on behalf of Lessor Landlord (including, without limitation, attorneys' fees and expenses) occasioned by any Default default by Lessee Tenant under this LeaseLease shall constitute Additional Rent hereunder.

Events of Default Termination. 17.1 If any one or more of the following events (each of which is referred to in this Lease as an "Event Events of Default") shall occurhappen, then and in any such event, Landlord may give notice to Tenant specifying such Event or Events of Default and stating that this Lease and the Term shall expire and terminate on the date specified in such notice, and on such date, unless such specified Event or Events of Default shall have been cured, this Lease shall terminate and Tenant shall remain liable as hereinafter provided: (a) if Lessee shall fail to pay 17.1.1 Tenant defaults in the payment of any Basic Rent payable under this Lease and Tenant does not cure such default within five ten (10) days after the due date thereof;written notice thereof by Landlord to Tenant; or (b) if Lessee 17.1.2 Tenant shall fail duly to pay observe or perform any Additional Rent within five days after of the due date thereof; (c) if Lessee shall fail other terms, conditions, covenants or agreements required to perform be observed or comply with any term or provision of performed by it under this Lease other than a failure to pay Basic Rent or Additional Rent and such failure shall continue for more than 30 a period of twenty (20) calendar days from the earlier of (i) the date upon which Lessor gives following written notice of such failure by Landlord to Lessee or (ii) the date upon which the principal operating officer of Lessee responsible for the operations of the Property determines that such failure has occurred; provided thatTenant, or, in the case of any such failure that is susceptible of cure by the Lessee, but that a default which cannot with due diligence be cured within such 30 day periodperiod of twenty (20) days, if Lessee shall have promptly commenced the Tenant fails to proceed with due diligence within such period of twenty (20) days to commence to cure the same and shall thereafter to prosecute the curing thereof of such default with due diligence, or fails to complete such cure within one hundred ten (110) days after such notice from Landlord. 17.2 If this Lease shall have been terminated pursuant to Section 17.1, Landlord may enter upon and repossess the Property (said repossession being hereinafter referred to as "Repossession") by summary proceedings or ejectment, and may remove Tenant and all other persons therefrom. 17.3 From time to time after the Repossession of the Property, Landlord may relet the Property for the account of Tenant in the name of Landlord or otherwise, for such term or terms (which may be greater or less than the period within which would otherwise have constituted the balance of the Term) and on such failure may be cured shall be extended terms and for such further period (not exceeding 90 days) uses as shall reasonably be required for Landlord may in its reasonable business judgment determine, and may collect and receive the curing thereof with diligence; (d) if Lessee shall make an assignment for the benefit of creditors, or shall be generally not paying its debts as they become due or shall commence a case under the Bankruptcy Code, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting or shall fail timely to contest the material allegations of a petition filed against it in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, custodian, receiver or liquidator of Lessee or any material part of its properties; (e) if, without the consent or acquiescence of Lessee, an order shall be entered constituting an order for relief or approving a petition for relief or reorganization or any other petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or other similar relief under any present or future statute, law or regulation, or if any such petition shall be filed against Lessee and such petition rent therefor. Landlord shall not be dismissed within 60 days, responsible or if, without liable for any failure to collect any rent due upon any such reletting. Landlord shall act reasonably to mitigate damages. 17.4 No termination of this Lease pursuant to Section 17.1 and no Repossession of the consent Property pursuant to Section 17.2 or acquiescence of Lessee, an order otherwise shall be entered appointing a trustee, custodian, receiver or liquidator of Lessee or of any material part relieve Tenant of its properties, and such appointment shall not be dismissed within 60 days; (f) if a final judgment for the payment obligation to pay Basic Rent or any of money of more than $20,000,000.00 shall be rendered against Lessee and within 60 days after the entry thereif, such judgment shall not have been removed or its enforcement stayed by bond or otherwise; (g) if Lessee shall fail to comply in all material respects with the requirements of any note, mortgage, deed to secure debt, security agreement or other instrument or document evidencing, securing or otherwise relating to any indebtedness for monies borrowed of $20,000,000.00 or more owed by Lessee to Lessor or to any third party and as a result thereof such indebtedness becomes due before its stated maturity, or if Lessee shall fail to comply in all material respects with the requirements of any lease with Lessor, either of the GECC Leases or with the requirements of any Material Lease, and as i result of such failure Lessor, GECC or the lessor under such Material Lease shall terminate such lease or shall exercise its right to retake possession of the leased property without terminating such lease; (h) if any representation or warranty made by Lessee obligations under this Lease, under the Acquisition Agreement or in any officer's certificate shall prove to have been inaccurate in any material respect when made (unless such inaccuracy was unintentional and is no longer material) and Lessee shall fail to take such action as is necessary to make such warranty or representation true and accurate within a period of 30 days after Lessor shall have notified Lessee of such inaccuracy; or (i) if any one or more of the following shall occur: (ii) Lessee shall cease to be a wholly-owned subsidiary of Tenneco; (iii) Lessee shall be sold to, merged into or consolidated with any other corporation, or substantially all of its assets which shall be soldsurvive any such termination or Repossession. 17.5 In the event of any such termination or Repossession, whether or not the property shall have been relet, Tenant shall pay to Landlord the Basic Rent and other sums and charges to be paid by Tenant up to the time of such transaction is permitted termination or Repossession, and thereafter Tenant, until the end of what would have been the Term in the absence of such termination or Repossession, shall pay to Landlord, as and for liquidated and agreed current damages for Tenant's default, the equivalent of the amount of the Basic Rent and such other sums and charges which would be payable under this Lease by Tenant if this Lease were still in effect, less the net proceeds if any, of any reletting effected pursuant to the provisions of Section 38 hereof; (iv) 30% or more 17.3, after deducting all of the outstanding common stock of Lessee shall be repurchased by Lessee during any 12 month period; or (v) Lessee shall pay or declare a dividend; and as a result of the occurrence of (i)Landlord's expenses in connection with such reletting, (ii), (iii) or (iv), the Net Worth of Lessee immediately thereafter shall not be at least 50% of the level of Lessee's Net Worth as of the fiscal year-end immediately preceding such occurrence; then, and in any such event (regardless of the pendency of any proceeding which has or might have the effect of preventing Lessee from complying with the terms of this Lease), Lessor, at any time thereafter so long as such event shall be continuing may give a written termination notice to Lessee, and on the date specified in such notice this Lease shall terminate and, subject to Section 24, the Lease Term shall expire and terminate, and all rights of Lessee under this Lease shall cease, unless before such date (i) all arrears of Basic Rent and Additional Rent payable by Lessee under this Lease (together with Default Interest thereon) and all costs and expenses (including, without limitation, reasonable attorneys' fees all repossession costs, brokerage and management commissions, operating expenses legal expenses) incurred by or on behalf of Lessor hereunder, shall have been paid by Lessee, and (ii) all other Defaults at the time existing under this Lease shall have been fully remedied to the satisfaction of Lessor, Lessee shall reimburse Lessor for all costs and expenses incurred by or on behalf of Lessor (including, without limitation, attorneys' fees alteration costs, and expenses) occasioned by any Default by Lessee expenses of preparation for such reletting. Tenant shall pay such current damages to Landlord monthly on the days on which the Basic Rent would have been payable under this LeaseLease if this Lease were still in effect, and Landlord shall be entitled to recover the same from Tenant on each such day. At any time after such termination or Repossession, whether or not Landlord shall have collected any current damages as aforesaid, Landlord shall be entitled to recover from Tenant, and Tenant shall pay to Landlord on demand, as and for liquidated and agreed final damages for Tenant's default, an amount equal to the then present value of the excess of the Basic Rent reserved under this Lease from the day of such termination or Repossession for what would be the then unexpired Term if the same had remained in effect, over the then net fair rental value of the Property for the same period, said present value to be arrived at on the basis of reasonable estimates of Landlord as to Basic Rent and net fair rental value, discounted at a rate equal to one percent (1.0%) plus the discount rate at the time of liquidation of the Federal Reserve Bank for the district in which the Property is located. 17.6 No failure by Landlord to insist upon the strict performance of any term hereof or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial rent during the continuance of any such breach, shall constitute a waiver of any such breach or of any such term. 17.7 Tenant may exercise and continue to exercise all of its rights under this Lease upon the occurrence and during the continuance of any default or Event of Default under this Lease up to the point of termination of this Lease and actual Repossession, as defined in Section 17.2, including, but not limited to, the First Offer Right.

Events of Default Termination. If any one or more of the ------------------------------ following events (each of which is referred to in this Lease as an "Event Events of Default") shall occur:occur (whatever the reason therefor, and whether voluntary or involuntary or by operation of law or pursuant to or in compliance with any judgment, decree or order of any court of any rule or regulation of any administrative or governmental body): (a) if Lessee Tenant shall fail to pay any installment of Basic Rent within or Additional Rent, or other sum required to be paid by Tenant hereunder on the date the same becomes due and payable and such failure continues for more than five days (5) Business Days after the due date thereof;written notice thereof is given to Tenant; or (b) if Lessee shall fail to pay any Additional Rent within five days after the due date thereof; (c) if Lessee Tenant shall fail to perform or comply with any term or provision of this Lease (other than a failure those referred to pay Basic Rent in clause (a) above) or Additional Rent and any term of any instrument related hereto pursuant to which Tenant undertakes obligations or makes agreements for the benefit of Landlord or any Mortgagee and, in any such case, such failure shall continue for more than 30 days after Tenant receives written notice from the earlier of (i) the date upon which Lessor gives notice of such failure to Lessee or (ii) the date upon which the principal operating officer of Lessee responsible for the operations of the Property determines Landlord; provided, however, that such failure has occurred; provided that, in the case of any such failure that is susceptible of cure by the Lessee, being cured but that cannot with diligence be cured within such 30 30-day period, if Lessee Tenant shall have promptly commenced commence to cure the same and shall thereafter prosecute the curing thereof with diligence, the period within which such failure may be cured shall be extended for such further period (not exceeding 90 days) as shall reasonably be required necessary for the curing thereof with diligence;; or (dc) if Lessee Tenant shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make an a general assignment for the benefit of creditors, or shall take any corporate action to authorize any of the foregoing; or (d) if an involuntary case or other proceeding shall be generally not paying commenced against Tenant seeking liquidation, reorganization or other relief with respect to it or its debts as they become due or shall commence a case under the Bankruptcy Code, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present bankruptcy, insolvency or future statute, other similar law now or regulation, hereafter in effect or shall file any answer admitting or shall fail timely to contest the material allegations of a petition filed against it in any such proceeding, or shall seek or consent to or acquiesce in seeking the appointment of any a trustee, custodianreceiver, receiver liquidator, custodian or liquidator other similar official of Lessee it or any material substantial part of its properties; (e) ifproperty, without the consent and such involuntary case or acquiescence other proceeding shall remain undischarged and unstayed for a period of Lessee90 days, an order shall be entered constituting or if an order for relief or approving a petition for relief or reorganization or any other petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or other similar relief under any present or future statute, law or regulation, or if any such petition shall be filed against Lessee and such petition shall not be dismissed within 60 days, or if, without the consent or acquiescence of Lessee, an order shall be entered appointing a trustee, custodian, receiver against Tenant under the federal bankruptcy laws as now or liquidator of Lessee or of any material part of its properties, and such appointment shall hereafter in effect which is not be dismissed fully stayed within 60 days; seven (f7) if a final judgment for the payment of money of more than $20,000,000.00 shall be rendered against Lessee and within 60 business days after the entry thereif, such judgment shall not have been removed or its enforcement stayed by bond or otherwise; (g) if Lessee shall fail to comply in all material respects with the requirements of any note, mortgage, deed to secure debt, security agreement or other instrument or document evidencing, securing or otherwise relating to any indebtedness for monies borrowed of $20,000,000.00 or more owed by Lessee to Lessor or to any third party and as a result thereof such indebtedness becomes due before its stated maturity, or if Lessee shall fail to comply in all material respects with the requirements of any lease with Lessor, either of the GECC Leases or with the requirements of any Material Lease, and as i result of such failure Lessor, GECC or the lessor under such Material Lease shall terminate such lease or shall exercise its right to retake possession of the leased property without terminating such lease; (h) if any representation or warranty made by Lessee under this Lease, under the Acquisition Agreement or in any officer's certificate shall prove to have been inaccurate in any material respect when made (unless such inaccuracy was unintentional and is no longer material) and Lessee shall fail to take such action as is necessary to make such warranty or representation true and accurate within a period of 30 days after Lessor shall have notified Lessee of such inaccuracy; or (i) if any one or more of the following shall occur: (ii) Lessee shall cease to be a wholly-owned subsidiary of Tenneco; (iii) Lessee shall be sold to, merged into or consolidated with any other corporation, or substantially all of its assets shall be sold, whether or not such transaction is permitted under the provisions of Section 38 hereof; (iv) 30% or more of the outstanding common stock of Lessee shall be repurchased by Lessee during any 12 month period; or (v) Lessee shall pay or declare a dividend; and as a result of the occurrence of (i), (ii), (iii) or (iv), the Net Worth of Lessee immediately thereafter shall not be at least 50% of the level of Lessee's Net Worth as of the fiscal year-end immediately preceding such occurrencethereof; then, and in any such event (regardless of the pendency of any proceeding which has or might have the effect of preventing Lessee from complying with the terms of this Lease)event, Lessor, Landlord may at any time thereafter so long as thereafter, during the continuance of any such event shall be continuing may Event of Default, give a written termination notice to Lessee, and on Tenant specifying a date (not less than five days from the date specified in on which such notice is given) on which this Lease shall terminate, and, on such date, the term of this Lease shall terminate and, subject to Section 24, the Lease Term shall expire and terminate, and all rights of Lessee Tenant under this Lease lease shall cease, unless before such date (i) all arrears of Basic Rent and Additional Rent payable by Lessee under this Lease (together with Default Interest thereon) and all . All reasonable costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable attorneys' fees and expenses) incurred occasioned by or on behalf and following any Event of Lessor hereunder, shall have been paid Default by Lessee, and (ii) all other Defaults at the time existing Tenant under this Lease shall have been fully remedied to the satisfaction of Lessor, Lessee shall reimburse Lessor for all costs and expenses incurred by or on behalf of Lessor (including, without limitation, attorneys' fees and expenses) occasioned by any Default by Lessee under this Leaseconstitute Additional Rent hereunder.

Events of Default Termination. If any one or more of the Section 21.1. The following events (each of which is referred to in this Lease are hereby defined as an "Event Events of Default") shall occur" under the terms of this Lease: (a) if If Lessee shall fail to pay any Basic Rent within five installment of rent or any other sums or charges payable by Lessee to Lessor under this Lease when and as the same become due and payable, and such failure shall continue for a period of ten (10) days after the due date thereof;date; or (b) if Lessee shall fail to pay any Additional Rent within five days after the due date thereof; (c) if If Lessee shall fail to perform or comply with any term other term, covenant or provision of this Lease other than a failure to pay Basic Rent or Additional Rent agreement hereof, and such failure shall continue for more than 30 a period of thirty (30) days after written notice thereof from the earlier of (i) the date upon which Lessor gives notice of such failure to Lessee or (ii) the date upon which the principal operating officer of Lessee responsible for the operations of the Property determines that such failure has occurred; provided thatLessee, or, in the case of any such failure that is susceptible of cure by the Lessee, but that a default or a contingency which cannot with due diligence be cured within such 30 day period, if Lessee shall have promptly commenced fails to proceed with all due diligence within such period to cure the same same. and shall thereafter the prosecute the curing thereof of such default with all due diligence, ; or (c) If Lessee shall fail to perform or comply with any of the terms of the Mortgage beyond any grace period within which provided with respect thereto and such failure may be default shall not have been cured shall be extended for such further period (not exceeding 90 days) as shall reasonably be required for the curing thereof with diligence;or waived; or (d) if If Lessee shall make an a general assignment for the benefit of creditors, or shall be generally not paying admit in writing its inability to pay its debts as they become due or shall commence a case under the Bankruptcy Codedue, or shall file any a petition for bankruptcy, or answer shall be adjudicated a bankrupt or insolvent, or shall file a petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file any an answer admitting or shall fail timely to contest not contesting the material allegations of a petition filed against it in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, custodian, receiver or liquidator of Lessee or any material part of its properties;; or (e) if, without If within thirty (30) days after the consent or acquiescence commencement of Lessee, an order shall be entered constituting an order for relief or approving a petition for relief or reorganization or any other petition proceeding against Lessee seeking any reorganization, ; arrangement, composition, readjustment, liquidation, dissolution or other similar relief under any present or future statute, law or regulation, or if any such petition shall be filed against Lessee and such petition proceeding shall not be dismissed within 60 dayshave been dismissed, or if, within thirty (30) days after the appointment without the consent or acquiescence of Lessee, an order shall be entered appointing a of any trustee, custodian, receiver or liquidator of Lessee or of any material part of its properties, and such appointment shall not be dismissed within 60 days;have been vacated; or (f) if a final judgment for the payment of money of more than $20,000,000.00 shall be rendered against Lessee and within 60 days after the entry thereif, such judgment shall not have been removed or its enforcement stayed by bond or otherwise; (g) if Lessee shall fail to comply in all material respects with the requirements of If any note, mortgage, deed to secure debt, security agreement or other instrument or document evidencing, securing or otherwise relating to any indebtedness for monies borrowed of $20,000,000.00 or more owed by Lessee to Lessor or to any third party and as a result thereof such indebtedness becomes due before its stated maturity, or if Lessee shall fail to comply in all material respects with the requirements of any lease with Lessor, either member of the GECC Leases or with the requirements Board of any Material Lease, and as i result of such failure Lessor, GECC or the lessor under such Material Lease shall terminate such lease or shall exercise its right to retake possession of the leased property without terminating such lease; (h) if any representation or warranty made by Lessee under this Lease, under the Acquisition Agreement or in any officer's certificate shall prove to have been inaccurate in any material respect when made (unless such inaccuracy was unintentional and is no longer material) and Lessee shall fail to take such action as is necessary to make such warranty or representation true and accurate within a period of 30 days after Lessor shall have notified Lessee of such inaccuracy; or (i) if any one or more of the following shall occur: (ii) Lessee shall cease to be a wholly-owned subsidiary of Tenneco; (iii) Lessee shall be sold to, merged into or consolidated with any other corporation, or substantially all of its assets shall be sold, whether or not such transaction is permitted under the provisions of Section 38 hereof; (iv) 30% or more of the outstanding common stock Directors of Lessee shall not contemporaneously be repurchased by Lessee during any 12 month period; or (v) Lessee shall pay or declare a dividend; and as a result member of the occurrence Board of (i)Directors of Lessor, (ii), (iii) or (iv), the Net Worth of Lessee immediately thereafter shall not be at least 50% of the level of Lessee's Net Worth as of the fiscal year-end immediately preceding such occurrence; then, THEN and in any such event (regardless of the pendency of any proceeding which has or might have the effect of preventing Lessee from complying with the terms of this Lease)event, Lessor, lessor at any time thereafter so long as (but prior to the curing of all such event shall be continuing Events of Default) may give a written termination notice to Lessee, Lessee specifying such Event of Default or Events of Default and stating that this Lease and the Lease Term shall expire and terminate on the date specified in such notice this Lease notice, which shall terminate and, subject to Section 24, be at least ten (10) days after the Lease Term shall expire and terminategiving of such notice, and on such date, unless all rights such Events of Default shall have been cured and there shall not exist any other Event of Default, all of the right, title and interest of Lessee under this Lease shall ceaseterminate and Lessee shall remain liable as hereinafter provided. Section 21.2. If an Event of Default shall have occurred and be continuing, unless before Lessor, whether or not the Lease Term shall have been terminated pursuant to Section 21.1, may, upon ten (10) days' written notice, except in cases of emergency when no notice need be given, enter upon and repossess the Leased Premises or any part thereof and possess the improvements thereon, or any part thereof (said repossession and possession being hereinafter referred to as "repossession"), by force, summary proceedings, ejectment or otherwise, without being deemed quilty of any manner of trespass, and may remove Lessee and all other persons and property therefrom. Section 21.3. From time to time after the repossession of the Leased Premises or any part thereof, pursuant to Section 21.2, whether or not the Lease Term has been terminated, Lessor may, but shall be under no obligation to, relent the Leased Premises or any part thereof, for the account of Lessee in the name of Lessor or otherwise, for such date term or terms (iwhich may be greater or less than the period which would otherwise have constituted the balance of the Lease Term) and on such terms (which may include concessions or free rent) and for such uses as Lessor, in its uncontrolled discretion, may determine, and may collect and receive the rent therefor; and Lessee shall indemnify and hold Lessor harmless for any deficiency in rentals received by Lessor upon such reletting, all arrears without prejudice to any other remedies available to Lessor. Lessor agrees to use its best efforts to mitigate all damages and to relet the Leased Premises in the event of Basic Rent any default specified herein. Section 21.4. No termination of this Lease and Additional Rent payable no repossession of the Leased Premises or any part thereof pursuant to this Article shall relieve Lessee of Lessee's obligations and liabilities under this Lease, all of which shall survive any such termination or repossession. In the event of any such termination or repossession, whether or not the Leased Premises or any part thereof shall have been relet, Lessee shall pay to Lessor the rent-and other sums and charges to be paid by Lessee up to the time of such termination or repossession; and thereafter Lessee, until the end of what would have been the full term of this Lease, shall pay to Lessor, as and for liquidated and agreed current damages for Lessee's default, the equivalent of the amount of the rent and such other sums and charges which would be payable under this Lease (together by Lessee if this Lease were still in effect, less the net proceeds, if any, of any reletting effected pursuant to the provisions of Section 21.3, after deducting all of Lessor's expenses in connection with Default Interest thereon) and all costs and expenses (such reletting, including, without limitation, reasonable all repossession costs, brokerage and management commissions, operating expenses, legal expenses, seasonable attorneys' fees fees, alteration costs, and expenses) incurred expenses of preparation for such reletting. Lessee shall pay such current damages to Lessor monthly on the days on which the rent would have been payable under this Lease if this Lease were still in effect, and Lessor shall be entitled to recover the same from Lessee on each such day. At any time after such termination or repossession, whether or not Lessor shall have collected any current damages as aforesaid, Lessor shall be entitled to recover from Lessee, and Lessee shall pay to Lessor on demand, as and for liquidated and agreed final damages for Lessee's default, an amount equal to the then present worth of the excess of the rent reserved under this Lease from the day of such termination or repossession for what would be the then unexpired term if the same had remained in effect, over the then fair rental value of the Leased Premises for the same period. Section 21.5. No failure by Lessor to insist upon the strict performance of any term hereof or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial rent during the continuance of any such breach, shall constitute a waiver of any such breach or of any such term. Section 21.6. In the event of any breach or threatened breach by Lessee of any of the terms contained in this Lease, Lessor shall be entitled to enjoin such breach or threatened breach and shall have the right to invoke any right and remedy allowed at law or in equity or by statute or otherwise, except that this lease shall be terminated only in the manner set forth herein. Section 21.7. Lessee, for Lessee and on behalf of Lessor hereunder, shall have been paid by any and all persons claiming through or under Lessee, including creditors of all kinds, does hereby waive and (ii) surrender all right and privilege which they or any of them might have under or by reason of any present or future law, to redeem the Leased Premises or to have a continuance of this Lease forth the term hereby demised after being dispossessed or ejected therefrom by process of law or under the terms of this Lease or after the termination of this Lease as herein provided. Section 21.8. Notwithstanding any other Defaults at the time existing under provision in this Lease, while there exists, or if this Lease shall have been fully remedied terminate as a result of, an Event of Default, any funds then held by Lessor or a depository in which Lessee has an interest, and any funds which otherwise would be payable to Lessee from any source, may be applied, at the satisfaction option of Lessor, to cure such default or to damages payable by Lessee (whether provided for herein or by law) as a result of such termination or Event of Default, and the balance remaining, if any, shall be paid to Lessee if this Lease shall not terminate as a result of such Event of Default when and if Lessee would be entitled to receive the same but for such Event of Default, but not otherwise. Section 21.9. The various rights, powers and remedies herein contained and reserved to Lessor shall not be considered as exclusive of any other right, power or remedy; but the same shall be construed as cumulative and shall be in, addition to every other right, power or remedy now or hereafter existing at law, in equity or by statute; and every right, power or remedy reserved by this Lease to Lessor may be exercised from time to time and as often as occasion therefore may arise and any such right, power or remedy shall not be considered as exclusive of any other herein contained but shall be construed as cumulative and in addition to any other right, power or remedy reserved to Lessor hereunder. No delay or omission of Lessor to exercise any right, power or remedy arising from any omission, neglect or default of Lessee shall reimburse Lessor for all costs and expenses incurred by impair any such right, power or on behalf remedy or shall be construed as a waiver of Lessor (including, without limitation, attorneys' fees and expenses) occasioned by any Default by Lessee under this Leasesuch default or an acquiescence therein.

Events of Default Termination. If Tenant shall be in default under this ------------------------------ Lease if any one or more of the following events (each of which is referred to in this Lease as an "Event of Default") shall occur: (a) if Lessee Tenant shall fail to pay default in the payment of rent due hereunder or any Basic Rent within five days after other sums due hereunder when and as the same become due date thereof; (b) if Lessee shall fail to pay any Additional Rent within five days after the due date thereof; (c) if Lessee shall fail to perform or comply with any term or provision of this Lease other than a failure to pay Basic Rent or Additional Rent and payable and such failure default shall continue for more than 30 ten (10) days from the earlier of (i) the date upon which Lessor gives after Landlord shall have given Tenant written notice of such failure to Lessee or default; or (iib) the date upon which the principal operating officer of Lessee responsible for the operations of the Property determines that such failure has occurred; provided that, Tenant shall default in the case performance of, or compliance with any other term or provision hereof, and such default shall continue for more than thirty (30) days after Landlord shall have given Tenant written notice of any such failure that is susceptible of cure by default, specifying the Lesseedefault complained of, but that canand Tenant shall not with diligence be cured within such 30 day period have commenced with due diligence and dispatch to cure such default, or if Tenant shall, within such period, if Lessee shall have promptly commenced to cure with due diligence and dispatch the same carrying of such default and shall thereafter have failed or neglected to prosecute and complete with due diligence and dispatch the curing thereof with diligence, the period within which of such failure may be cured shall be extended for such further period default. (not exceeding 90 daysc) The admission by Tenant of its inability to pay debts as shall reasonably be required for the curing thereof with diligence;they mature. (d) Institution by or against Tenant of any bankruptcy, insolvency, reorganization, receivership or other similar proceeding involving the creditors of Tenant which, if Lessee shall make an instituted against Tenant, is not dismissed within sixty (60) days after the commencement thereof. (e) The issuance or filing of any judgment, attachment, levy, garnishment or the commencement of any related proceeding or the commencement of any other judicial process upon or with respect to Tenant or substantially all of the assets of Tenant, or the Premises, which is not dismissed within sixty (60) days. (f) Dissolution, termination of existence, insolvency, business failure or assignment for the benefit of creditors, creditors of or shall be generally not paying its debts as they become due or shall commence a case under the Bankruptcy Code, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting or shall fail timely to contest the material allegations of a petition filed against it in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, custodian, receiver or liquidator of Lessee or any material part of its properties; (e) if, without the consent or acquiescence of Lessee, an order shall be entered constituting an order for relief or approving a petition for relief or reorganization or any other petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or other similar relief under any present or future statute, law or regulation, or if any such petition shall be filed against Lessee and such petition shall not be dismissed within 60 days, or if, without the consent or acquiescence of Lessee, an order shall be entered appointing a trustee, custodian, receiver or liquidator of Lessee or of any material part of its properties, and such appointment shall not be dismissed within 60 days; (f) if a final judgment for the payment of money of more than $20,000,000.00 shall be rendered against Lessee and within 60 days after the entry thereif, such judgment shall not have been removed or its enforcement stayed by bond or otherwise; (g) if Lessee shall fail to comply in all material respects with the requirements of any note, mortgage, deed to secure debt, security agreement or other instrument or document evidencing, securing or otherwise relating to any indebtedness for monies borrowed of $20,000,000.00 or more owed by Lessee to Lessor or to any third party and as a result thereof such indebtedness becomes due before its stated maturity, or if Lessee shall fail to comply in all material respects with the requirements of any lease with Lessor, either of the GECC Leases or with the requirements of any Material Lease, and as i result of such failure Lessor, GECC or the lessor under such Material Lease shall terminate such lease or shall exercise its right to retake possession of the leased property without terminating such lease; (h) if any representation or warranty made by Lessee under this Lease, under the Acquisition Agreement or in any officer's certificate shall prove to have been inaccurate in any material respect when made (unless such inaccuracy was unintentional and is no longer material) and Lessee shall fail to take such action as is necessary to make such warranty or representation true and accurate within a period of 30 days after Lessor shall have notified Lessee of such inaccuracy; or (i) if any one or more of the following shall occur: (ii) Lessee shall cease to be a wholly-owned subsidiary of Tenneco; (iii) Lessee shall be sold to, merged into or consolidated with any other corporation, or substantially all of its assets shall be sold, whether or not such transaction is permitted under the provisions of Section 38 hereof; (iv) 30% or more of the outstanding common stock of Lessee shall be repurchased by Lessee during any 12 month period; or (v) Lessee shall pay or declare a dividend; and as a result of the occurrence of (i), (ii), (iii) or (iv), the Net Worth of Lessee immediately thereafter shall not be at least 50% of the level of Lessee's Net Worth as of the fiscal year-end immediately preceding such occurrence; then, and in any such event (regardless of the pendency of any proceeding which has or might have the effect of preventing Lessee from complying with the terms of this Lease), Lessor, at any time thereafter so long as such event shall be continuing may give a written termination notice to Lessee, and on the date specified in such notice this Lease shall terminate and, subject to Section 24, the Lease Term shall expire and terminate, and all rights of Lessee under this Lease shall cease, unless before such date (i) all arrears of Basic Rent and Additional Rent payable by Lessee under this Lease (together with Default Interest thereon) and all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by or on behalf of Lessor hereunder, shall have been paid by Lessee, and (ii) all other Defaults at the time existing under this Lease shall have been fully remedied to the satisfaction of Lessor, Lessee shall reimburse Lessor for all costs and expenses incurred by or on behalf of Lessor (including, without limitation, attorneys' fees and expenses) occasioned by any Default by Lessee under this LeaseTenant.

Events of Default Termination. If The occurence of any one or more of the following events (each of which is referred to in this Lease as shall constitute an "Event of Default") shall occur:" (whatever the reason therefor, and whether voluntary or involuntary or by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any rule or regulation of any administrative or governmental body): (a) if Lessee shall fail to pay any installment of Basic Rent, Additional Rent within or other sum required to be paid by Lessee hereunder on the date the same becomes due and payable Lessor shall have given written notice to Lessee of such failure and such failure continues for more than five days (5) Business Days after the due date thereof;such notice; or (b) if Lessee any Improvements Insurance or Rent Insurance shall fail be cancelled or terminated or shall expire (and if replacement insurance complying with the provisions of Section 18 hereof has not been effected prior to pay any Additional Rent within five days after the due date thereof;such cancellation, termination or expiration), or shall be amended or modified, except, in each case, as permitted by Section 18 hereof; or (c) if Lessee shall fail to perform or comply with any term or provision of this Lease (other than a failure those referred to pay Basic Rent in clauses (a) and (b) above) or Additional Rent and any term of any instrument related hereto pursuant to which Lessee undertakes obligations or makes agreements for the benefit of Lessor or any Mortgagee and, in any such case, such failure shall continue for more than 30 thirty (30) days after written notice from the earlier of (i) the date upon which Lessor gives notice of such failure to Lessee or (ii) the date upon which the principal operating officer of Lessee responsible for the operations of the Property determines Lessor; provided, however, that such failure has occurred; provided that, in the case of any such failure that is susceptible of cure by the Lessee, being cured but that cannot with diligence be cured within such 30 thirty (30) day period, if Lessee shall have promptly commenced commence to cure the same and shall thereafter prosecute the curing thereof with diligence, the period within which such failure may be cured shall be extended for such a further period (not exceeding 90 days) as shall reasonably be required necessary for the curing thereof with diligence;, but in no event for a period extending beyond one hundred eighty (180) days after written notice from Lessor to Lessee of such nonperformance or noncompliance; or (d) if the Property (or the Improvements located on the Property) shall be left vacant without maintenance and security for a period of thirty (30) consecutive days after notice from Lessor; or (e) if Lessee shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make an a general assignment for the benefit of creditors, or shall be fail generally not paying to pay its debts as they become due or shall commence a case under the Bankruptcy Codedue, or shall file take any petition or answer seeking for itself corporate action to authorize any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting or shall fail timely to contest of the material allegations of a petition filed against it in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, custodian, receiver or liquidator of Lessee or any material part of its properties; (e) if, without the consent or acquiescence of Lessee, an order shall be entered constituting an order for relief or approving a petition for relief or reorganization or any other petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or other similar relief under any present or future statute, law or regulation, or if any such petition shall be filed against Lessee and such petition shall not be dismissed within 60 days, or if, without the consent or acquiescence of Lessee, an order shall be entered appointing a trustee, custodian, receiver or liquidator of Lessee or of any material part of its properties, and such appointment shall not be dismissed within 60 days;foregoing; or (f) if a final judgment for the payment of money of more than $20,000,000.00 an involuntary case or other proceeding shall be rendered commenced against Lessee and within 60 days after the entry thereifseeking liquidation, such judgment shall not have been removed reorganization or other relief with respect to it or its enforcement stayed by bond or otherwise; (g) if Lessee shall fail to comply in all material respects with the requirements of debts under any notebankruptcy, mortgage, deed to secure debt, security agreement insolvency or other instrument similar law now or document evidencinghereafter in effect or seeking the appointment of a trustee, securing receiver, liquidator, custodian or otherwise relating to other similar official of it or any indebtedness substantial part of its property, and such involuntary case or other proceeding shall remain undischarged and unstayed for monies borrowed a period of $20,000,000.00 or more owed by Lessee to Lessor or to any third party and as a result thereof such indebtedness becomes due before its stated maturityninety (90) days, or if Lessee an order for relief shall fail to comply in all material respects with the requirements of any lease with Lessor, either of the GECC Leases or with the requirements of any Material Lease, and as i result of such failure Lessor, GECC or the lessor under such Material Lease shall terminate such lease or shall exercise its right to retake possession of the leased property without terminating such lease; (h) if any representation or warranty made by be entered against Lessee under this Lease, under the Acquisition Agreement federal bankruptcy laws as now or hereafter in any officer's certificate shall prove to have been inaccurate in any material respect when made (unless such inaccuracy was unintentional and is no longer material) and Lessee shall fail to take such action as is necessary to make such warranty or representation true and accurate within a period effect. If an Event of 30 days after Lessor shall have notified Lessee of such inaccuracy; or (i) if any one or more of the following Default shall occur: (ii) Lessee shall cease to be a wholly-owned subsidiary of Tenneco; (iii) Lessee shall be sold to, merged into or consolidated with any other corporation, or substantially all of its assets shall be sold, whether or not such transaction is permitted under the provisions of Section 38 hereof; (iv) 30% or more of the outstanding common stock of Lessee shall be repurchased by Lessee during any 12 month period; or (v) Lessee shall pay or declare a dividend; and as a result of the occurrence of (i), (ii), (iii) or (iv), the Net Worth of Lessee immediately thereafter shall not be at least 50% of the level of Lessee's Net Worth as of the fiscal year-end immediately preceding such occurrence; then, and in any such event (regardless of the pendency of any proceeding which has or might have the effect of preventing Lessee from complying with the terms of this Lease), Lessor, Lessor may at any time thereafter so long as thereafter, during the continuance of any such event shall be continuing may Event of Default, give a written termination notice to Lessee, and on Lessee specifying a date (not less than five (5) days from the date specified in on which such notice is given) on which this Lease shall terminate terminate, and, subject to Section 24on such date, the Lease Term term of this lease shall expire and terminate, and all terminate by limitation and/or rights of Lessee under this Lease shall cease, unless before such date (i) all arrears of Basic Rent and Additional Rent payable by Lessee under this Lease (together with Default Interest thereon) and all costs and expenses (including, without limitation, . All reasonable attorneys' fees and expenses) incurred by or on behalf of Lessor hereunder, shall have been paid by Lessee, and (ii) all other Defaults at the time existing under this Lease shall have been fully remedied to the satisfaction of Lessor, Lessee shall reimburse Lessor for all costs and expenses incurred by or and on behalf of Lessor (including, without limitation, attorneys' reasonable attorneys fees and expenses) occasioned by any Default default by Lessee under this LeaseLease shall constitute Additional Rent hereunder.

Events of Default Termination. If any one or more of the following events (each of which is referred to in this Lease as an herein called "Event Events of Default") shall occurhappen: (a) if Lessee shall fail fails to pay any Basic Rent maintain the commercial general liability insurance or other insurance coverages required by Section 10.01 after being given notice of such failure and not curing such failure within five ten (10) days after the due date thereof;of receipt of such notice; or (b) if Lessee default shall fail be made in the due and punctual payment of any payment due pursuant to pay any Additional Rent within five Section 7.04 hereof, and such default shall continue for more than thirty (30) days after the due date thereof;Xxxxxx's receipt of written notice of such default to Lessee from Lessor; or (c) if default shall be made by Lessee shall fail to perform in the due performance of or comply compliance with any term or provision of this Lease the terms hereof, other than a failure that referred to pay Basic Rent or Additional Rent in the foregoing subdivisions (a) and (b), and such failure default shall continue for more than 30 sixty (60) days from the earlier of (i) the date upon which after Lessor gives shall have given Lessee written notice of such failure to Lessee default (or (ii) the date upon which the principal operating officer of Lessee responsible for the operations of the Property determines that such failure has occurred; provided that, in the case of any such failure that is susceptible of cure by the Lessee, but that default which cannot with due diligence be cured within such 30 60-day period, if Lessee shall have fail to proceed promptly commenced to cure the same and shall thereafter prosecute the curing thereof of such default with due diligence, it being intended in connection with any such default not susceptible of being cured with due diligence within the period sixty (60) days that the time of Lessee within which such failure may be cured to cure the same shall be extended for such further period (not exceeding 90 days) as shall reasonably may be required for necessary to complete the curing thereof with diligence; (d) if Lessee shall make an assignment for the benefit of creditors, or shall be generally not paying its debts as they become due or shall commence a case under the Bankruptcy Code, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting or shall fail timely to contest the material allegations of a petition filed against it in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, custodian, receiver or liquidator of Lessee or any material part of its properties; (e) if, without the consent or acquiescence of Lessee, an order shall be entered constituting an order for relief or approving a petition for relief or reorganization or any other petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or other similar relief under any present or future statute, law or regulation, or if any such petition shall be filed against Lessee and such petition shall not be dismissed within 60 days, or if, without the consent or acquiescence of Lessee, an order shall be entered appointing a trustee, custodian, receiver or liquidator of Lessee or of any material part of its properties, and such appointment shall not be dismissed within 60 days; (f) if a final judgment for the payment of money of more than $20,000,000.00 shall be rendered against Lessee and within 60 days after the entry thereif, such judgment shall not have been removed or its enforcement stayed by bond or otherwise; (g) if Lessee shall fail to comply in all material respects with the requirements of any note, mortgage, deed to secure debt, security agreement or other instrument or document evidencing, securing or otherwise relating to any indebtedness for monies borrowed of $20,000,000.00 or more owed by Lessee to Lessor or to any third party and as a result thereof such indebtedness becomes due before its stated maturity, or if Lessee shall fail to comply in all material respects with the requirements of any lease with Lessor, either of the GECC Leases or same with the requirements of any Material Lease, and as i result of such failure Lessor, GECC or the lessor under such Material Lease shall terminate such lease or shall exercise its right to retake possession of the leased property without terminating such lease; (h) if any representation or warranty made by Lessee under this Lease, under the Acquisition Agreement or in any officer's certificate shall prove to have been inaccurate in any material respect when made (unless such inaccuracy was unintentional and is no longer material) and Lessee shall fail to take such action as is necessary to make such warranty or representation true and accurate within a period of 30 days after Lessor shall have notified Lessee of such inaccuracyall due diligence); or (i) if any one or more of the following shall occur: (ii) Lessee shall cease to be a wholly-owned subsidiary of Tenneco; (iii) Lessee shall be sold to, merged into or consolidated with any other corporation, or substantially all of its assets shall be sold, whether or not such transaction is permitted under the provisions of Section 38 hereof; (iv) 30% or more of the outstanding common stock of Lessee shall be repurchased by Lessee during any 12 month period; or (v) Lessee shall pay or declare a dividend; and as a result of the occurrence of (i), (ii), (iii) or (iv), the Net Worth of Lessee immediately thereafter shall not be at least 50% of the level of Lessee's Net Worth as of the fiscal year-end immediately preceding such occurrence; then, and then in any such event (regardless of the pendency of any proceeding which has or might have the effect of preventing Lessee from complying with the terms of this Lease), Lessor, Lessor at any time thereafter so long as and while such event Event of Default shall be continuing continue may give a written termination notice to Lessee, which notice shall specify the nature of the Event of Default and on the a date specified in such notice of termination of this Lease not less than ninety (90) days after the giving of such notice. Upon such termination, Lessor shall terminate andhave the right, but not the obligation, to enter upon the Leased Property and repossess the Leased Property. This termination right is subject to Xxxxxx's right to purchase the Leased Property pursuant to Section 24, 14.01 and at any time during or within 30 days after the Lease Term shall expire and terminate, and all rights term of Lessee under this Lease shall cease, unless before such date (i) all arrears of Basic Rent and Additional Rent payable by Lessee under this Lease (together with Default Interest thereon) and all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by or on behalf of Lessor hereunder, shall have been paid by Lessee, and (ii) all other Defaults at the time existing under this Lease shall have been fully remedied to the satisfaction of LessorLease, Lessee shall reimburse Lessor for all costs and expenses incurred by or on behalf may exercise its right in Section 14.01 to purchase the Leased Property without regard to whether an Event of Lessor (including, without limitation, attorneys' fees and expenses) occasioned by any Default by Lessee under this Leasehas occurred.

Events of Default Termination. 17.1 If any one or more of the following events (each “Events of which is referred Default”) shall happen, then and in any such event, Landlord may give notice to in Tenant specifying such Event or Events of Default and stating that this Lease and the Term shall expire and terminate on the date specified in such notice, and on such date, unless such specified Event or Events of Default shall have been cured, this Lease shall terminate and Tenant shall remain liable as an "Event of Default") shall occurhereinafter provided: (a) if Lessee shall fail to pay 17.1.1 Tenant defaults in the payment of any Basic Rent payable under this Lease and Tenant does not cure such default within five ten (10) days after the due date thereof;written notice thereof by Landlord to Tenant; or (b) if Lessee 17.1.2 Tenant shall fail duly to pay observe or perform any Additional Rent within five days after of the due date thereof; (c) if Lessee shall fail other terms, conditions, covenants or agreements required to perform be observed or comply with any term or provision of performed by it under this Lease other than a failure to pay Basic Rent or Additional Rent and such failure shall continue for more than 30 a period of thirty (30) calendar days from the earlier of (i) the date upon which Lessor gives following written notice of such failure by Landlord to Lessee or (ii) the date upon which the principal operating officer of Lessee responsible for the operations of the Property determines that such failure has occurred; provided thatTenant, or, in the case of any such failure that is susceptible of cure by the Lessee, but that a default which cannot with due diligence be cured within such 30 day periodperiod of thirty (30) days, if Lessee shall have promptly commenced the Tenant fails to proceed with due diligence within such period of thirty (30) days to commence to cure the same and shall thereafter to prosecute the curing thereof of such default with due diligence, or fails to complete such cure within one hundred eighty (180) days after such notice from Landlord. 17.2 If this Lease shall have been terminated pursuant to Section 17.1, Landlord may enter upon and repossess the Property (said repossession being hereinafter referred to as “Repossession”) by summary proceedings or ejectment, and may remove Tenant and all other persons therefrom. 17.3 From time to time after the Repossession of the Property, Landlord may relet the Property for the account of Tenant (unless Landlord has elected to collect liquidated damages pursuant to Section 17.5 below) in the name of Landlord or otherwise, for such term or terms (which may be greater or less than the period within which would otherwise have constituted the balance of the Term) and on such failure may be cured shall be extended terms and for such further period (not exceeding 90 days) uses as shall reasonably be required for Landlord may in its reasonable business judgment determine, and may collect and receive the curing thereof with diligence; (d) if Lessee shall make an assignment for the benefit of creditors, or shall be generally not paying its debts as they become due or shall commence a case under the Bankruptcy Code, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting or shall fail timely to contest the material allegations of a petition filed against it in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, custodian, receiver or liquidator of Lessee or any material part of its properties; (e) if, without the consent or acquiescence of Lessee, an order shall be entered constituting an order for relief or approving a petition for relief or reorganization or any other petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or other similar relief under any present or future statute, law or regulation, or if any such petition shall be filed against Lessee and such petition rent therefor. Landlord shall not be dismissed within 60 days, responsible or if, without liable for any failure to collect any rent due upon any such reletting. Landlord shall act reasonably to mitigate damages. 17.4 No termination of this Lease pursuant to Section 17.1 and no Repossession of the consent Property pursuant to Section 17.2 or acquiescence of Lessee, an order otherwise shall be entered appointing a trustee, custodian, receiver or liquidator of Lessee or of any material part relieve Tenant of its properties, and such appointment shall not be dismissed within 60 days; (f) if a final judgment for the payment obligation to pay Basic Rent or any of money of more than $20,000,000.00 shall be rendered against Lessee and within 60 days after the entry thereif, such judgment shall not have been removed or its enforcement stayed by bond or otherwise; (g) if Lessee shall fail to comply in all material respects with the requirements of any note, mortgage, deed to secure debt, security agreement or other instrument or document evidencing, securing or otherwise relating to any indebtedness for monies borrowed of $20,000,000.00 or more owed by Lessee to Lessor or to any third party and as a result thereof such indebtedness becomes due before its stated maturity, or if Lessee shall fail to comply in all material respects with the requirements of any lease with Lessor, either of the GECC Leases or with the requirements of any Material Lease, and as i result of such failure Lessor, GECC or the lessor under such Material Lease shall terminate such lease or shall exercise its right to retake possession of the leased property without terminating such lease; (h) if any representation or warranty made by Lessee obligations under this Lease, under the Acquisition Agreement or in any officer's certificate shall prove to have been inaccurate in any material respect when made (unless such inaccuracy was unintentional and is no longer material) and Lessee shall fail to take such action as is necessary to make such warranty or representation true and accurate within a period of 30 days after Lessor shall have notified Lessee of such inaccuracy; or (i) if any one or more of the following shall occur: (ii) Lessee shall cease to be a wholly-owned subsidiary of Tenneco; (iii) Lessee shall be sold to, merged into or consolidated with any other corporation, or substantially all of its assets which shall be soldsurvive any such termination or Repossession. 17.5 In the event of any such termination or Repossession, whether or not the property shall have been relet, Tenant shall pay to Landlord the Basic Rent and other sums and charges to be paid by Tenant up to the time of such transaction is permitted termination or Repossession, and thereafter Tenant, until the end of what would have been the Term in the absence of such termination or Repossession, shall pay to Landlord, as and for liquidated and agreed current damages for Tenant’s default, the equivalent of the amount of the Basic Rent and such other sums and charges which would be payable under this Lease by Tenant if this Lease were still in effect, less the net proceeds if any, of any reletting effected pursuant to the provisions of Section 38 hereof; (iv) 30% or more 17.3, after deducting all of the outstanding common stock of Lessee shall be repurchased by Lessee during any 12 month period; or (v) Lessee shall pay or declare a dividend; and as a result of the occurrence of (i)Landlord’s expenses in connection with such reletting, (ii), (iii) or (iv), the Net Worth of Lessee immediately thereafter shall not be at least 50% of the level of Lessee's Net Worth as of the fiscal year-end immediately preceding such occurrence; then, and in any such event (regardless of the pendency of any proceeding which has or might have the effect of preventing Lessee from complying with the terms of this Lease), Lessor, at any time thereafter so long as such event shall be continuing may give a written termination notice to Lessee, and on the date specified in such notice this Lease shall terminate and, subject to Section 24, the Lease Term shall expire and terminate, and all rights of Lessee under this Lease shall cease, unless before such date (i) all arrears of Basic Rent and Additional Rent payable by Lessee under this Lease (together with Default Interest thereon) and all costs and expenses (including, without limitation, reasonable all repossession costs, brokerage and management commissions, operating expenses legal expenses, attorneys' fees ’ fees, and expenses) incurred by reasonable, market expenses of preparation for such reletting. Tenant shall pay such current damages to Landlord monthly on the days on which the Basic Rent would have been payable under this Lease if this Lease were still in effect, and Landlord shall be entitled to recover the same from Tenant on each such day. At any time after such termination or on behalf of Lessor hereunderRepossession, whether or not Landlord shall have been paid by Lesseecollected any current damages as aforesaid, Landlord shall be entitled to recover from Tenant, and Tenant shall pay to Landlord on demand, as and for liquidated and agreed final damages for Tenant’s default, an amount equal to the then present value of the excess of the Basic Rent reserved under this Lease from the day of such termination or Repossession for what would be the then unexpired Term if the same had remained in effect, over the then Fair Rental Value for the same period, discounted at a rate equal to one percent (ii1.0%) all other Defaults plus the discount rate at the time existing of liquidation of the Federal Reserve Bank for the district in which the Property is located. 17.6 No failure by Landlord to insist upon the strict performance of any term hereof or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial rent during the continuance of any such breach, shall constitute a waiver of any such breach or of any such term. 17.7 Tenant may exercise and continue to exercise all of its rights under this Lease shall have been fully remedied upon the occurrence and during the continuance of any default or Event of Default under this Lease up to the satisfaction point of Lessortermination of this Lease and actual Repossession, Lessee shall reimburse Lessor for all costs and expenses incurred by or on behalf of Lessor (as defined in Section 17.2, including, without limitationbut not limited to, attorneys' fees and expenses) occasioned by any Default by Lessee under this Leasethe First Offer Right.