Common use of 1Events of Default Clause in Contracts

1Events of Default. Each of the following shall be an “Event of Default”: (a) The Borrower shall fail to pay when due the amounts required to be paid under this Agreement or the Note when the same shall become due and payable in accordance with the terms of this Agreement or the Note, including a failure to repay any amounts which have been previously paid but are recovered, attached or enjoined pursuant to any insolvency, receivership, liquidation or similar proceedings; or (b) The Borrower shall fail to perform or observe any of its covenants or agreements contained in this Agreement, the Regulatory Agreement, the Indenture, the Note or the Deed of Trust, other than as specified in paragraph (a) above, and such failure shall continue during and after the period specified in Section 7.2; (c) Any representation or warranty of the Borrower shall be determined by the Trustee or the Authority to have been false in any material respect when made; (d) The Borrower shall generally not pay its debts as they become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors or shall institute any proceeding or voluntary case seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property; or the Borrower shall take any action to authorize any of the actions described above in this paragraph (d), or any proceeding shall be instituted against the Borrower seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, and, if such proceeding is being contested by the Borrower in good faith, such proceeding shall remain undismissed or unstayed for a period of 60 days; or (e) An event of default shall have occurred under Section 11.1 of the Indenture and the Series A Bonds shall have been declared due and payable pursuant to Section 11.2 of the Indenture.

1Events of Default. Each The occurrence of any of the following shall be an constitute a default of this Lease by ▇▇▇▇▇▇ (a “Event of Default”:): (a) The Borrower shall fail 19.1. 1Any failure by Tenant to pay when due the amounts any Rent or any other charge required to be paid under this Agreement Lease, or the Note any part thereof, when the same shall become due and payable in accordance with the terms of this Agreement or the Note, including a unless such failure to repay any amounts which have been previously is cured within five (5) business days after written notice from Landlord that said amount was not paid but are recovered, attached or enjoined pursuant to any insolvency, receivership, liquidation or similar proceedingswhen due; or (b) The Borrower shall fail to perform or observe any of its covenants or agreements contained 19.1. 2Except as otherwise specifically set forth in this AgreementSection 19.1, the Regulatory Agreementany failure by Tenant to observe or perform any other provision, the Indenture, the Note covenant or the Deed condition of Trust, other than as specified in paragraph (a) above, and this Lease to be observed or performed by Tenant where such failure continues for thirty (30) days after written notice thereof from Landlord to Tenant; provided that if the nature of such default is such that the same cannot reasonably be cured within a thirty (30) day period, Tenant shall continue during not be deemed to be in default if it diligently commences such cure within such period and after the period specified in Section 7.2;thereafter diligently proceeds to rectify and cure such default to completion; or (c) Any representation or warranty 19.1. 3Abandonment of the Borrower shall be determined Premises by Tenant without the Trustee payment of Rent; or 19.1. 4The failure by ▇▇▇▇▇▇ to observe or perform according to the Authority to have been false in any material respect when made; (d) The Borrower shall generally not pay its debts as they become dueprovisions of Articles 5, 8, 14, 17 or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit 18 of creditors or shall institute any proceeding or voluntary case seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property; or the Borrower shall take any action to authorize any of the actions described above in this paragraph (d)Lease, or any proceeding shall be instituted against the Borrower seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, and, if such proceeding is being contested breach by the Borrower in good faith, such proceeding shall remain undismissed or unstayed for a period of 60 days; or (e) An event of default shall have occurred under Section 11.1 Tenant of the Indenture representations and the Series A Bonds shall have been declared due warranties set forth in Section 29.33 of this Lease, where such failure continues for more than five (5) business days after written notice from Landlord. The notice periods provided herein are in lieu of, and payable pursuant to Section 11.2 of the Indenturenot in addition to, any notice periods provided by law.

1Events of Default. Each  If at any time during the term of this Lease any one or more of the following events shall be occur (herein called an “"Event of Default”:" or a "Default"), an Event of Default by Tenant shall have occurred hereunder:  (a) The Borrower If Tenant shall make an assignment for the benefit of its creditors; or  (b) If any petition shall be filed against Tenant in any court, whether or not pursuant to any statute of the United States of America or of any state, in any bankruptcy, reorganization, composition, extension, arrangement or insolvency proceedings, and Tenant shall thereafter be adjudicated bankrupt, or if such proceedings shall not be dismissed within ninety (90) (90) days after the institution of the same, or if any such petition shall be so filed by Tenant or a liquidator; or  (c) If, in any proceeding, a receiver, receiver and manager, trustee or liquidator be appointed for all or any portion of Tenant's property, and such receiver, receiver and manager, trustee or liquidator shall not be discharged within ninety (90) days after the appointment of such receiver, receiver and manager, trustee or liquidator; or  (d) If Tenant shall fail to pay when due the amounts required to be paid under this Agreement any installment of rent provided for herein, or the Note any part thereof, when the same shall become due and payable in accordance with the terms of this Agreement payable; or the Note, including a failure to repay any amounts which have been previously paid but are recovered, attached or enjoined pursuant to any insolvency, receivership, liquidation or similar proceedings; or (be) The Borrower If Tenant shall fail to pay any item of real estate taxes, insurance premiums, utility payments or any other charge or sum required to be paid directly by Tenant to a third party or parties hereunder; or  (f) If Tenant shall fail to perform or observe any other requirement of its covenants this Lease on the part of Tenant to be performed or agreements contained in this Agreement, the Regulatory Agreement, the Indenture, the Note or the Deed of Trust, other than as specified in paragraph (a) aboveobserved, and such failure shall continue during for ninety (90) days after notice thereof from Landlord to Tenant, except that Landlord shall not be obligated to provide such notice as to a repeated or recurring default of like kind or nature more than twice in any period of twelve (12) consecutive months.  Upon the happening of any one or more of the aforementioned Events of Default, Landlord shall have the right, then or at any time thereafter and while such Default or Defaults shall continue, to give Tenant written notice of Landlord's intention to terminate this Lease on a date specified in such notice, which date shall not be less than ten (10) days after the period date of giving of such notice, and on the date specified in Section 7.2; (c) Any representation or warranty such notice, Tenant's right to possession of the Borrower Leased Premises shall cease and Tenant shall peaceably and quietly yield to and surrender to Landlord the Leased Premises and this Lease shall thereupon be determined by terminated and all of the Trustee rights, title and interest of Tenant hereunder and in the Leased Premises shall wholly cease and expire in the same manner and with the same force and effect as if the date of expiration of such ten (10) day period were the date originally specified herein for the expiration of this Lease and the Lease term, and Tenant shall then quit and surrender the Leased Premises to Landlord, but Tenant shall remain liable as hereinafter provided.  Upon any nonmonetary default where a notice and cure period is not specified above, Tenant shall have ninety (90) days from receipt of Landlord’s written notice of its intention to terminate to (i) advise Landlord of Tenant’s intention to take all reasonable steps to cure such nonmonetary default, (ii) duly commence such cure within such period and diligently prosecute the same, and (iii) complete such cure within a reasonable time thereafter. In such case, Landlord shall not have the right to terminate the Lease unless Tenant fails to cure as set forth in the previous sentence, in which case Landlord shall have all rights and remedies available to it at law or in equity, including the Authority right to have been false in any material respect when made; terminate the Lease. If a monetary default occurs (i.e. items (d) The Borrower shall generally not pay its debts as they become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors or shall institute any proceeding or voluntary case seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property; or the Borrower shall take any action to authorize any of the actions described above in this paragraph (d), or any proceeding shall be instituted against the Borrower seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, and, if such proceeding is being contested by the Borrower in good faith, such proceeding shall remain undismissed or unstayed for a period of 60 days; or (e) An event of default above), not more than two (2) times annually, Tenant shall have occurred under Section 11.1 thirty (30) days from receipt of Landlord’s written notice of its intention to terminate to cure the Indenture and the Series A Bonds shall have been declared due and payable pursuant to Section 11.2 of the Indenture.same. 

1Events of Default. Each of the following events shall be an “Event of Default”Default hereunder: (a) The Borrower If Borrowers shall fail to pay when due any installment of principal, interest, fees, costs, expenses, or any other sum payable to the amounts required to be paid under this Agreement Bank hereunder or the Note when the same shall become due and payable in accordance with the terms of this Agreement or the Note, including a failure to repay any amounts which have been previously paid but are recovered, attached or enjoined pursuant to any insolvency, receivership, liquidation or similar proceedings; or (b) The Borrower shall fail to perform or observe any of its covenants or agreements contained in this Agreement, the Regulatory Agreement, the Indenture, the Note or the Deed of Trust, other than as specified in paragraph (a) above, otherwise and such failure shall continue during and for more than five Business Days after written notice of such failure shall have been given by the period specified Bank to Borrowers; provided, however, the Bank shall not be required to provide Borrowers such notice or cure more than twice in Section 7.2any calendar year; (cb) Any If any representation or warranty of the Borrower shall be determined by the Trustee made herein or the Authority to have been in connection herewith or in any statement, certificate, or other document furnished hereunder or otherwise is false or misleading in any material respect when made; (c) If any Borrower shall default in the payment or performance of any obligation or Indebtedness to another Person in an amount in excess of $250,000, after the expiration of any applicable notice or cure periods; (d) The If there shall occur any material breach of, material noncompliance with, or material default under any Material Contract of any Borrower, in each case that permits the termination of the contract; (e) If any Loan Party shall sell, convey, assign, lease, or otherwise transfer to any Person or abandon or otherwise dispose of, voluntarily or involuntarily, any Essential Borrower IP except as permitted by the terms of the Intellectual Property Security Agreement; (f) If any Loan Party shall default in the performance of any other agreement or covenant contained herein or in any document executed or delivered to the Bank, and such default shall continue uncured for 15 days after written notice thereof to Loan Party given by the Bank; provided, however, if such default is curable but not reasonably capable of cure within such 15 day period, Loan Party shall have such further period, not to exceed a period of 30 days in the aggregate, as may be required to cure such default, on the condition that Borrowers commence such cure within the original 15 day period and thereafter diligently prosecutes such cure to completion within such 30 day period; (g) If custody or control of any substantial part of the property of any Loan Party shall be assumed by any governmental agency or any court of competent jurisdiction at the instance of any governmental agency; if any material license or franchise shall be suspended, revoked, or otherwise terminated; or if any governmental regulatory authority or judicial body shall make any other final non-appealable determination the effect of which would be to affect materially and adversely the operations of any Loan Party as now conducted; and, as to each of the events set forth in this subsection (g), such event cannot be corrected, as determined in the sole and absolute discretion of the Bank, within 15 days after written notice thereof by the Bank to such Loan Party; (h) If any Borrower becomes insolvent, bankrupt, or generally not fails to pay its debts as they such debts become due, ; is adjudicated insolvent or shall admit bankrupt; admits in writing its inability to pay its debts generallydebts; or shall suffer a custodian, receiver, or shall make a general trustee for it or substantially all of its property to be appointed; makes an assignment for the benefit of creditors creditors; or shall institute any proceeding or voluntary case seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts suffers proceedings under any law relating related to bankruptcy, insolvency or reorganization or relief or protection of debtorsinsolvency, liquidation, or seeking the entry reorganization, readjustment or the release of an debtors to be instituted against it; if proceedings under any law related to the bankruptcy, insolvency, liquidation, or the reorganization, readjustment, or the release of debtors is instituted or commenced by any Borrower; if any order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property; or the Borrower shall take any action is entered relating to authorize any of the actions described above foregoing proceedings; if any Borrower shall call a meeting of its creditors with a view to arranging a composition or adjustment of its debts; or if any Borrower shall by any act or failure to act indicate its consent to, approval of, or acquiescence in any of the foregoing; and, as to each of the events set forth in this paragraph subsection (dh), such event cannot be corrected, as determined in the sole and absolute discretion of the Bank, within 30 days after notice thereof by the Bank to the Borrowers; (i) any event or condition shall occur or exist with respect to any proceeding activity or substance regulated under the Environmental Control Statutes, except where any such event or condition would not reasonably be expected to result in a Material Adverse Effect; (j) there occurs any Change of Control; (k) a judgment, decree, or order requiring payment in excess of $250,000 shall be instituted rendered against any Loan Party and such judgment or order shall remain unsatisfied, undischarged, and in effect for 45 consecutive days without a stay of enforcement or execution, provided that this clause (k) shall not apply to any judgment to the Borrower seeking extent such Loan Party is fully insured and with respect to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under which the insurer has admitted liability; and (l) any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for execution shall have been levied against any substantial part of its property, and, if such proceeding is being contested by the Collateral or against any other property of any Borrower and shall continue unstayed and in good faith, such proceeding shall remain undismissed or unstayed effect for a period of 60 days; or (e) An event of default shall have occurred under Section 11.1 of 15 Business Days after written notice thereof by the Indenture and the Series A Bonds shall have been declared due and payable pursuant to Section 11.2 of the IndentureBank.

1Events of Default. Each 5.1. 1The occurrence of any one or more of the following events shall be an constitute a material default and breach of this Lease by Tenant (“Event of Default”:): (a) The Borrower shall fail to pay when due vacation or abandonment of all or any portion of the amounts required to be paid under this Agreement or the Note when the same shall become due and payable in accordance with the terms of this Agreement or the Note, including a failure to repay any amounts which have been previously paid but are recovered, attached or enjoined pursuant to any insolvency, receivership, liquidation or similar proceedings; orPremises; (b) The Borrower shall fail failure by Tenant to perform make any payment of Base Rent, Additional Rent or observe any of its covenants or agreements contained other sum payable by Tenant under this Lease within five (5) days after written notice that such payment was not paid when due, provided, however, Landlord need not give any such notice nore than once in this Agreement, the Regulatory Agreement, the Indenture, the Note or the Deed of Trust, other than as specified in paragraph any twelve (a12) abovemonth period, and any further failure-by Tenant within any such failure twelve (12) month period to make any payment of Base Rent, Additional Rent or any other sum payable by Tenant under this Lease within five (5) days after its due date shall continue during and after the period specified in Section 7.2constitute an immediate Event of Default without any notice from Landlord; (c) Any representation failure by Tenant to observe or warranty perform any covenant or condition of this Lease, other than the Borrower making of payments, where such failure shall be determined by the Trustee or the Authority to have been false in any material respect when madecontinue for a period of ten (10) Business Days after written notice from Landlord; (d) The Borrower shall the failure of Tenant to surrender possession of the Premises at the expiration or earlier termination of this Lease in the condition required by this Lease; (1) the making by Tenant of any general assignment or general arrangement for the benefit of creditors; (2) the filing by or against Tenant of a petition in bankruptcy, including reorganization ​ ​ or arrangement, unless, in the case of a petition filed against Tenant, unless the same is dismissed within twenty (20) Business Days; (3) the appointment of a trustee or receiver to take possession of substantially all of Tenant’s assets located in the Premises or of Tenant’s interest in this Lease; (4) any execution, levy, attachment or other process of law against any property of Tenant or Tenant’s interest in this Lease, unless the same is dismissed within twenty (20) Business Days; (5) adjudication that Tenant is bankrupt; (6) the making by Tenant of a transfer in fraud of creditors; or (7) the failure of Tenant to generally not pay its debts as they become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors or shall institute any proceeding or voluntary case seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property; or the Borrower shall take any action to authorize any of the actions described above in this paragraph (d), or any proceeding shall be instituted against the Borrower seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, and, if such proceeding is being contested by the Borrower in good faith, such proceeding shall remain undismissed or unstayed for a period of 60 days; or (ef) An event any information furnished by or on behalf of default shall Tenant to Landlord in connection with the entry of this Lease is determined to have occurred under Section 11.1 been materially false, misleading or incomplete when made; or (g) a failure of the Indenture and Tenant to deliver the Series A Bonds shall have been declared due and payable pursuant to Section 11.2 Letter of Credit within seven (7) calendar days of the IndentureEffective Date. 5.1. 2Tenant shall notify Landlord promptly of any Event of Default or any facts, conditions or events which, with the giving of notice or passage of time or both, would constitute an Event of Default. 5.1. 3If a petition in bankruptcy is filed by or against Tenant, and if this Lease is treated as an “unexpired lease” under applicable bankruptcy law in such proceeding, then Tenant agrees that Tenant shall not attempt nor cause any trustee to attempt to extend the applicable time period within which this Lease must be assumed or rejected.

1Events of Default. Each The occurrence of any of the following shall be an “Event constitute a default of Default”this Lease by Tenant: (a) The Borrower shall fail 19.1.1 Any failure by Tenant to pay when due the amounts any Rent or any other charge required to be paid under this Agreement Lease, or the Note any part thereof, when the same shall become due and payable in accordance with the terms of this Agreement or the Note, including a unless such failure to repay any amounts which have been previously paid but are recovered, attached or enjoined pursuant to any insolvency, receivership, liquidation or similar proceedingsis cured within three (3) days after notice; or (b) The Borrower shall fail 19.1.2 Except where a specific time period is otherwise set forth for Tenant’s performance in this Lease, in which event the failure to perform by Tenant within such time period shall be a default by Tenant under this Section 19.1.2 , any failure by Tenant to observe or observe perform any other provision, covenant or condition of its covenants this Lease to be observed or agreements contained in this Agreement, the Regulatory Agreement, the Indenture, the Note or the Deed of Trust, other than as specified in paragraph (a) above, and performed by Tenant where such failure continues for thirty (30) days after written notice thereof from Landlord to Tenant; provided that if the nature of such default is such that the same cannot reasonably be cured within a thirty (30) day period, Tenant shall continue during not be deemed to be in default if it diligently commences such cure within such period and thereafter diligently proceeds to rectify and cure such default, but in no event exceeding a period of time in excess of ninety (90) days after written notice thereof from Landlord to Tenant; or 19.1.3 To the period specified in Section 7.2; (c) Any representation or warranty of the Borrower shall be determined extent permitted by the Trustee or the Authority to have been false in any material respect when made; (d) The Borrower shall generally not pay its debts as they become duelaw, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment by Tenant or any guarantor of this Lease for the benefit of creditors creditors, or shall institute the taking of any corporate action in furtherance of bankruptcy or dissolution whether or not there exists any proceeding or voluntary case seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, an insolvency or reorganization or relief or protection of debtorsbankruptcy law, or seeking the entry filing by or against Tenant or any guarantor of any proceeding under an order for relief insolvency or bankruptcy law, unless in the case of a proceeding filed against Tenant or any guarantor the same is dismissed within sixty (60) days, or the appointment of a receiver, trustee, custodian trustee or other similar official for it receiver to take possession of all or for any substantial part of its property; or the Borrower shall take any action to authorize any substantially all of the actions described above in this paragraph assets of Tenant or any guarantor, unless possession is restored to Tenant or such guarantor within thirty (d)30) days, or any proceeding shall be instituted against the Borrower seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian execution or other similar official for it judicially authorized seizure of all or for any substantial part substantially all of its propertyTenant’s assets located upon the Premises or of Tenant’s interest in this Lease, and, if unless such proceeding seizure is being contested by the Borrower in good faith, such proceeding shall remain undismissed or unstayed for a period of 60 discharged within thirty (30) days; or (e) An event 19.1.4 Abandonment or vacation of default shall have occurred under Section 11.1 all or a substantial portion of the Indenture Premises by Tenant coupled with a failure to pay Rent or to reasonably secure the Premises; or 19.1.5 The failure by Tenant to observe or perform according to the provisions of Articles 5, 14, 17 or 18 of this Lease where such failure continues for more than five (5) business days after notice from Landlord; or 19.1.6 Tenant’s failure to occupy the Premises within sixty (60) days after the Lease Commencement Date. The notice periods provided herein are in lieu of, and the Series A Bonds shall have been declared due and payable pursuant to Section 11.2 of the Indenturenot in addition to, any notice periods provided by law.

1Events of Default. Each The occurrence of any of the following shall be an “Event constitute a default of Default”this Lease by Tenant: (a) The Borrower shall fail 19.1.1 Any failure by Tenant to pay when due the amounts any Rent or any other charge required to be paid under this Agreement Lease, or any part thereof, when due; or 19.1.2 The abandonment of all of the Note when Premises by ▇▇▇▇▇▇; or 19.1.3 The failure by ▇▇▇▇▇▇ to abide by or perform according to the same shall become due and payable in accordance with provisions of Articles 5, 14, 17 or 18 of this Lease; or 19.1.4 Tenant's failure, after Landlord has commenced Landlord's Work, to complete the Tenant Improvements pursuant to the terms and conditions of the Work Letter attached hereto and made a part of this Agreement Lease as Exhibit "B"; or 19.1.5 The filing by Tenant or the Note, including a failure to repay any amounts which have been previously paid but are recovered, attached or enjoined guarantor hereunder in any court pursuant to any insolvencystatute of a petition in bankruptcy or insolvency or for reorganization or arrangement for the appointment of a receiver of all or a portion of Tenant's property; the filing against Tenant or any guarantor hereunder of any such petition, receivershipor the commencement of a proceeding for the appointment of a trustee, liquidation receiver or similar proceedings; or (b) The Borrower shall fail to perform liquidator for Tenant, or observe for any guarantor hereunder, or of any of its covenants the property of either, or agreements contained in this Agreementa proceeding by any governmental authority for the dissolution or liquidation of Tenant or any guarantor hereunder, the Regulatory Agreement, the Indenture, the Note if such proceeding shall not be dismissed or trusteeship discontinued within thirty (30) days after commencement of such proceeding or the Deed appointment of Trust, other than as specified in paragraph (a) above, and such failure shall continue during and after the period specified in Section 7.2; (c) Any representation trustee or warranty of the Borrower shall be determined by the Trustee receiver; or the Authority to have been false in making by Tenant or any material respect when made; (d) The Borrower shall generally not pay its debts as they become due, or shall admit in writing its inability to pay its debts generally, or shall make a general guarantor hereunder of an assignment for the benefit of creditors or shall institute any proceeding or voluntary case seeking creditors. Tenant hereby stipulates to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property; or the Borrower shall take any action to authorize any lifting of the actions described above automatic stay in effect and relief from such stay for Landlord in the event Tenant files a petition under the United States Bankruptcy laws, for the purpose of Landlord pursuing its rights and remedies against Tenant and/or a guarantor of this paragraph (d), or any proceeding shall be instituted against the Borrower seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, and, if such proceeding is being contested by the Borrower in good faith, such proceeding shall remain undismissed or unstayed for a period of 60 daysLease; or 19.1.6 Tenant's failure to cause to be released any mechanics liens filed against the Premises or the Project on account of work undertaken by or on behalf of Tenant, within twenty (e20) An event of default shall have occurred under Section 11.1 of days after the Indenture and date the Series A Bonds same shall have been declared due filed or recorded; or 19.1.7 Any failure by Tenant to observe or perform any other provision, covenant or condition of this Lease to be observed or performed by Tenant other than those addressed by Section 19.1.1 through 19.1.6 above, inclusive, where such failure continues for thirty (30) days after receipt of written notice thereof from Landlord to Tenant; provided that if the nature of such default is such that the same cannot reasonably be cured within a thirty (30) day period, Tenant shall not be deemed to be in default if it diligently commences such cure within such period and payable thereafter diligently proceeds to rectify and cure such default within one hundred and twenty (120) days after said written notice from Landlord. With respect to any default under Sections 19.1.1 and 19.1.3, Tenant shall have three (3) business days from receipt of written notice to cure the default. Any notice provided pursuant to Article 19 shall be in lieu of and not in addition to any notice required under Code of Civil Procedure, Section 11.2 of the Indenture1161 or any similar or successor law.

1Events of Default. Each of the The following shall be events will constitute an “Event of Default”: Default hereunder: (a) The Borrower shall fail to pay when due Seller (i) defaults in the amounts required payment of any Obligations or (ii) in the performance of any provision hereof or of any other agreement now or hereafter entered into with Purchaser, or any covenant, representation or warranty contained herein proves to be paid false or fails to remain true in any way, howsoever minor if such default continues for a period of ten (10) days after Seller’s actual knowledge or receipt of written notice thereof; provided that such ten (10) day period shall not apply in the case of (i) any default by Seller under this Agreement Section 12.11 and Section 14.12; (ii) any default of such covenant or agreement which is not capable of being cured at all or within such ten (10) day period, or which has been the Note when subject of a prior failure two (2) or more times during the same shall become due and payable in accordance with the terms term of this Agreement Agreement; (iii) an intentional breach by Seller of any such covenant or agreement; or (iv) the Noteoccurrence of any event described in any other clause of this Section 17.1, including a failure to repay any amounts which have been previously paid but are recovered, attached or enjoined pursuant to any insolvency, receivership, liquidation or similar proceedings; or (b) The Borrower shall fail Seller or any guarantor of the Obligations becomes subject to any debtor-relief proceedings, (c) any such guarantor fails to perform or observe any of such Guarantor’s obligations to Purchaser or shall notify Purchaser of its covenants intention to rescind, modify, terminate or agreements contained in this Agreement, the Regulatory Agreement, the Indenture, the Note or the Deed of Trust, other than as specified in paragraph (a) above, and such failure shall continue during and after the period specified in Section 7.2; (c) Any representation or warranty revoke any guaranty of the Borrower Obligations, or any such guaranty shall cease to be determined by the Trustee or the Authority to have been false in full force and effect for any material respect when made; reason whatever, (d) The Borrower any involuntary lien, garnishment, attachment or the like shall generally be issued against or shall attach to the Purchased Accounts, the Collateral or any portion thereof and the same is not released within fifteen (15) days; (e) Seller suffers the entry against it of a final judgment for the payment of money in excess of $100,000.00, unless the same is discharged within ten (10) days after the date of entry thereof; (f) Seller shall have a federal, state or other form of tax lien filed against any of its properties, or shall fail to pay its debts as they become any federal, state or other form of tax when due, or shall admit in writing its inability fail to pay its debts generallytimely file any federal or state tax form as and when due, or shall make a general assignment for the benefit of creditors or shall institute subject to any proceeding or voluntary case seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property; or the Borrower shall take any action to authorize any of the actions described above in this paragraph (d), or any proceeding shall be instituted against the Borrower seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, and, if such proceeding is being contested by the Borrower in good faith, such proceeding shall remain undismissed or unstayed for a period of 60 days; or (e) An event of default shall have occurred under Section 11.1 of the Indenture and the Series A Bonds shall have been declared due and payable pursuant to Section 11.2 of the Indenturepermitted extensions.

1Events of Default. Each If any one or more of the following shall be events (herein sometimes called an “"Event of Default”") shall occur: (a) The Borrower 23.1. 1If default shall fail to pay when be made in the due and punctual payment of any installment of the amounts required to be paid Base Rent payable under this Agreement Lease or any part thereof when and as the Note same shall have become due and payable and such default shall continue for a period of fifteen (15) days after written notice thereof from Landlord to Tenant; or 23.1. 2If default shall be made in the due and punctual payment of any other sums or charges payable by Tenant under this Lease or any part thereof when and as the same shall become due and payable in accordance with the terms and such default shall continue for a period of this Agreement or the Note, including a failure thirty (30) days after written notice thereof from Landlord to repay any amounts which have been previously paid but are recovered, attached or enjoined pursuant to any insolvency, receivership, liquidation or similar proceedingsTenant; or (b) The Borrower 23.1. 3If default shall fail to perform be made by Tenant in the performance of or observe compliance with any of its covenants the covenants, agreements, terms or agreements conditions contained in this Agreement, the Regulatory Agreement, the Indenture, the Note or the Deed of Trust, Lease (other than as specified those referred to above in paragraph (a) aboveSubsections 23.1.1 and 23.2.2 of this Article 23), and such failure default shall continue during for a period of thirty (30) days after written notice thereof from Landlord to Tenant, or, in the case of a default or a contingency, although curable, which cannot with due diligence be cured within such period of thirty (30) days, Tenant fails to proceed with all due diligence within such period of thirty (30) days to commence to cure the same and after thereafter to prosecute the period specified curing of such default with all due diligence (it being intended that in Section 7.2; connection with a default not susceptible of being cured with due diligence within thirty (c30) Any representation or warranty of days that the Borrower time for Tenant within which to cure the same shall be determined by extended for such period as may reasonably be necessary to complete the Trustee curing thereof with all due diligence); or 23.1. 4If Tenant shall file a voluntary petition in bankruptcy or the Authority to have been false in shall be adjudicated a bankrupt or insolvent or shall file any material respect when made; (d) The Borrower shall generally not pay its debts as they become duepetition or answer seeking any reorganization, arrangement, recapitalization, readjustment, liquidation, dissolution or similar relief under any present or future Bankruptcy Code or other bankruptcy law or any other present or future applicable federal, state or other statute or law, or shall admit in writing seek or consent to the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its inability to pay its debts generallyproperties or of the Property, or shall make a general an assignment for the benefit of creditors or shall institute creditors; or 23.1. 5If within ninety (90) days after the commencement of any proceeding or voluntary case proceedings against Tenant seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, any reorganization, arrangement, adjustmentrecapitalization, protectionreadjustment, liquidation, dissolution or similar relief under the present or composition of it any future Bankruptcy Code or its debts under other bankruptcy law or any law relating to bankruptcyother present or future applicable Federal, insolvency state or reorganization other statute or relief or protection of debtorslaw, such proceedings shall not have been dismissed, or seeking if, within ninety (90) days after the entry appointment, without the consent of an order for relief or the appointment Tenant, of a receiver, any trustee, custodian receiver or other similar official for it liquidator of Tenant, or for of all or any substantial part of its property; the Property, such appointment shall not have been vacated or the Borrower shall take any action to authorize any of the actions described above in this paragraph (d)stayed on appeal or otherwise, or within ninety (90) days after the expiration of any proceeding such stay such appointment shall be instituted against the Borrower seeking not have been vacated; or 23.1. 6Tenant shall fail to adjudicate it a bankrupt pay (or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under cause any law relating subtenant to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for pay) any substantial part of its property, and, if Imposition and such proceeding is being contested by the Borrower in good faith, such proceeding default shall remain undismissed or unstayed continue for a period of 60 dayssixty (60) days after written notice by Landlord; or 23.1. 7Except as otherwise expressly permitted herein, any lien in violation of the terms of this Lease shall be filed of record against the Property, or Landlord’s reversion or other interest in the Property, the Buildings and Improvements, and such lien shall not be dismissed or bonded as provided in this Lease within ninety (e90) An event days following written notice thereof to Tenant; Then and in any such Event of default Default, and at any time thereafter during the continuance of such Event of Default, subject to any rights of any Leasehold Mortgagee, Landlord shall have occurred under Section 11.1 the right to maintain an action in law or equity to require compliance with this Lease, but in no event shall Landlord, at any time, be entitled to terminate this Lease or seek to obtain a judgment of possession or order of eviction by reason of a default by Tenant hereunder, it being expressly agreed that Landlord’s remedies shall be limited to bringing an action seeking damages or a court order requiring Tenant to comply with the Indenture terms, covenants and the Series A Bonds shall have been declared due and payable pursuant to Section 11.2 conditions of the Indenturethis Lease.

1Events of Default. Each The occurrence of any one or more of the following shall be constitute an “Event of Default”: (a) The Borrower shall fail to pay any amount on the Obligations or provided for in any Loan Document within five (5) days of when due (in all cases, whether on any payment date, at maturity, by reason of acceleration, by required prepayment or otherwise); (b) any representation, statement or warranty made or deemed made by Borrower in any Loan Document or in any other certificate, document, report or opinion delivered in conjunction with any Loan Document to which it is a party, shall not be true and correct in all material respects or shall have been false or misleading in any material respect on the amounts required date when made or deemed to have been made (except to the extent already qualified by materiality, in which case it shall be true and correct in all respects in light of the existing materiality qualification and shall not be false or misleading in any respect) except those made as of a specific date or which relate to an earlier period; (c) Borrower shall be in violation, breach or default of, or shall fail to perform, observe or comply with any covenant, obligation or agreement set forth in this Agreement, provided, that such occurrence shall not be deemed an Event of Default (except in the case of a violation, breach or default of, or failure to perform, observe or comply with, any covenant listed in Article VII) if within thirty (30) days of such occurrence, Borrower resolves or cures such occurrence; provided, that if such failure cannot reasonably be cured within such thirty (30) day period and Borrower shall have commenced to cure within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for so long as it shall require Borrower in the exercise of due diligence to cure such failure, it being agreed that no such extension shall be for a period in excess of fifteen (15) days for a total cure period of forty-five (45) days; (d) Borrower or its Affiliate shall be in violation, breach or default of, or shall fail to perform, observe or comply with any covenant, obligation or agreement set forth in any Loan Document other than this Agreement and such violation, breach, default or failure shall not be cured within the applicable period set forth in the applicable Loan Document; (i) any of the Loan Documents ceases to be paid under this Agreement in full force and effect (other than in accordance with its terms), or (ii) any Lien created thereunder ceases to constitute a valid first priority (other than with respect to property or assets covered by Permitted Liens) perfected Lien on the Note when the same shall become due and payable Collateral in accordance with the terms thereof, or Agent and Lenders cease to have a valid perfected first priority security interest in (subject to Permitted Liens) any of this Agreement the Collateral or any securities pledged to Agent, for the Notebenefit of itself and the other Lenders, including a failure to repay any amounts which have been previously paid but are recovered, attached or enjoined pursuant to any insolvency, receivership, liquidation or similar proceedings; or (b) The Borrower shall fail to perform or observe any of its covenants or agreements contained in this Agreement, the Regulatory Agreement, the Indenture, the Note or the Deed of Trust, other than as specified in paragraph (a) above, and such failure shall continue during and after the period specified in Section 7.2Security Documents; (cf) Any representation one or warranty more judgments or decrees is rendered against Borrower in an amount in excess of $250,000 individually or $1,000,000 in the Borrower shall be determined aggregate (excluding judgments to the extent covered by the Trustee insurance of such Person), which is/are not satisfied, appealed, stayed (through appeal or the Authority otherwise), transferred to have been false in any material respect when madebond, vacated or discharged of record within thirty (30) calendar days of being filing; (dg) The any event of default shall occur under any other existing or future agreement between Borrower and Agent and/or any Lender and such default is not cured within any applicable notice or grace period or waived; (h) [Reserved.]; (i) Borrower shall generally not (i) be unable to pay its debts generally as they become due, or shall admit in writing its inability to pay its debts generally(ii) file a petition under any insolvency statute, or shall (iii) make a general assignment for the benefit of creditors or shall institute any its creditors, (iv) commence a proceeding or voluntary case seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian liquidator or other similar official for it conservator of itself or for of the whole or any substantial part of its property; property or the Borrower shall take any action to authorize any of the actions described above in this paragraph (d)otherwise be dissolved or liquidated, or any proceeding shall be instituted against the Borrower (v) file a petition seeking to adjudicate it a bankrupt reorganization or insolvent liquidation or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, similar relief or composition of it or its debts under any law relating to bankruptcyDebtor Relief Law or any other Applicable Law; (i) a court of competent jurisdiction shall (A) enter an order, insolvency judgment or reorganization or relief or protection of debtorsdecree appointing a custodian, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian liquidator or other similar official for it conservator of Borrower or for the whole or any substantial part of its propertyBorrower’s properties, and, if such proceeding is being contested by the Borrower which shall continue un-stayed and in good faith, such proceeding shall remain undismissed or unstayed effect for a period of 60 sixty (60) calendar days, (B) shall approve a petition filed against Borrower seeking reorganization, liquidation or similar relief under any Debtor Relief Law or any other Applicable Law, which is not dismissed within sixty (60) calendar days or, (C) under the provisions of any Debtor Relief Law or other Applicable Law, assume custody or control of Borrower or of the whole or any substantial part of Borrower’s properties, which is not irrevocably relinquished within sixty (60) calendar days, or (ii) there is commenced against Borrower any proceeding or petition seeking reorganization, liquidation or similar relief under any Debtor Relief Law or any other Applicable Law (A) which is not unconditionally dismissed within sixty (60) calendar days after the date of commencement, or (B) with respect to which Borrower takes any action to indicate its approval of or consent; (k) any Material Adverse Effect or Material Adverse Change occurs, (l) Borrower or its Affiliates shall surrender or shall be deprived, for any reason, of the full right, privilege and franchise to carry on its timeshare business, to own and/or operate the Resorts or to sell Vacation Ownership Interests or to generate Receivables; 76 (m) Borrower shall dissolve, consolidate or cease its day-to-day timeshare business operations, or shall liquidate or commence any proceedings to be liquidated, or shall, without the prior written consent of Agent, make any transfer of substantially all of its assets; (n) damage to, or loss, theft or destruction of, any material portion of a single Primary Resort or Secondary Resort occurs that is not fully covered by insurance and exceeds $1,000,000 in the aggregate in connection with any single occurrence of any such damage, loss, theft or destruction, subject to reasonable deductibles and is not otherwise repaired or replaced; (o) the indictment of Borrower under any criminal statute, or the commencement of criminal or civil proceedings against Borrower pursuant to which statute or proceedings the penalties or remedies available include forfeiture of any Collateral or other material property of Borrower, or Borrower engages or participates in any “check kiting” activity regardless of whether a criminal investigation has been commenced; or (ep) An event the issuance of default shall have occurred under Section 11.1 any process for levy, attachment or garnishment or execution upon or prior to any judgment against any of the Indenture Collateral which is/are not satisfied, appealed, stayed, transferred to bond, vacated, dismissed or discharged within thirty (30) calendar days of such issuance taking effect. In any such event, notwithstanding any other provision of any Loan Document, Agent may (and at the Series A Bonds request of Requisite Lenders, shall), by notice to Borrower (i) terminate the Revolving Credit Period and any other obligations of Agent or Lenders hereunder, whereupon the same shall have been declared immediately terminate, (ii) substitute immediately Agent or any other third party servicer acceptable to Agent, in its sole discretion, for Borrower and/or Servicer in their respective servicing roles and functions as contemplated by the Loan Documents and any fees, costs and expenses of, for or payable to such other third party servicer acceptable to Agent, subject to such party being a Qualified Servicing Agent, shall be at Borrower’s sole cost and expense, (iii) with respect to the Collateral, (A) terminate the Servicing Agreement and service the Collateral or hire a third party acceptable to Agent, subject to such party being a Qualified Servicing Agent, to service the Collateral, including the right to institute collection, foreclosure and other enforcement actions against the Collateral; (B) enter into modification agreements and make extension agreements with respect to payments and other performances including with respect to the Pledged Receivables; (C) release Obligors and other Persons liable for performance upon payment in full of their obligations or full performance as applicable; (D) settle and compromise disputes with respect to payments and performances claimed due, all without notice to Borrower, and all in Agent’s sole discretion and without relieving Borrower from performance of the obligations hereunder; (E) receive, collect, open and read all mail of Borrower or Servicer reasonably believed to be related to the Collateral for the purpose of obtaining all items pertaining to the Collateral and any collateral described in any Loan Document; (F) collect all interest, principal, prepayments (both voluntary and mandatory), and other amounts of any and every description payable by or on behalf of any Obligor pursuant to any Receivable, the related Timeshare Documents, or any other related documents or instruments directly from such Obligor; and (G) apply all amounts in or subsequently deposited (other than misdirected deposits) as determined by Agent in its sole discretion in the Lockbox Account to the payment of the unpaid Obligations or otherwise as Agent in its sole discretion shall determine; and (iv) declare all or any of the Loan and/or Notes, all interest thereon and all other Obligations to be due and payable pursuant to immediately (except in the case of 77 an Event of Default under Section 11.2 8.1(i) or (j) in which event all of the Indentureforegoing shall automatically and without further act by Agent or Lenders be due and payable and Agent’s or Lenders’ obligations hereunder shall terminate, in each case without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower).

1Events of Default. Each The occurrence and continuance of any of the following events shall be constitute an “Event of Default”” hereunder: (a) The Borrower Payment of any amount payable on the Bonds shall fail to pay when due the amounts required to not be paid under this Agreement or the Note made when the same shall become is due and payable in accordance with payable, whether at the terms stated maturity thereof or upon proceedings for the redemption thereof (unless such proceeding for redemption shall be conditioned upon the satisfaction of this Agreement or the Note, including a failure to repay any amounts which condition precedent and such condition precedent shall not have been previously paid but are recovered, attached or enjoined pursuant to any insolvency, receivership, liquidation or similar proceedingssatisfied at the time such payment is due and payable); or (b) The Borrower Issuer shall fail to perform or observe default in the due and punctual performance of any other of its covenants or the covenants, conditions, agreements and provisions contained in the Bonds or in this Agreement, Indenture or any agreement supplemental hereof on the Regulatory Agreement, part of the Indenture, the Note or the Deed of Trust, other than as specified in paragraph (a) aboveIssuer to be performed, and such failure default shall continue during for sixty (60) days after written notice specifying such default and after requiring the period specified same to be remedied shall have been given to the Issuer by the Trustee, which may give such notice in Section 7.2;its discretion and shall give such notice at the written request of the holders of all of the Bonds then outstanding hereunder; or (c) Any representation The Issuer shall fail to apply collected Pledged Revenues as required by Article IV of this Indenture, or warranty the Redevelopment Commission shall fail to comply with the terms, conditions, and provisions of the Borrower shall be determined by the Trustee or the Authority to have been false in any material respect when made;Pledge Resolution; or (d) The Borrower shall generally not pay its debts as they become due, Issuer or shall admit the Redevelopment Commission: (1) admits in writing its inability to pay its debts generally, or shall make generally as they become due; (2) files a general petition in bankruptcy; (3) makes an assignment for the benefit of creditors its creditors; or shall institute any proceeding (4) consents to or voluntary case seeking fails to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or contest the appointment of a receiver, trustee, custodian receiver or other similar official trustee for it itself or for of the whole or any substantial part of its propertythe Downtown TIF; (1) The Issuer or the Redevelopment Commission is adjudged insolvent by a court of competent jurisdiction; (2) the Issuer or the Redevelopment Commission, on a petition in bankruptcy filed against the Issuer, is adjudged a bankrupt; or (3) an order, judgment or decree is entered by any court of competent jurisdiction appointing, without the Borrower shall take any action to authorize any consent of the actions described above in this paragraph (d), or any proceeding shall be instituted against the Borrower seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief Issuer or the appointment Redevelopment Commission, a receiver or trustee of a receiver, trustee, custodian the Issuer or other similar official for it the Redevelopment Commission or for of the whole or any substantial part of its propertythe Downtown TIF, and, if such proceeding is being contested by the Borrower in good faith, such proceeding shall remain undismissed or unstayed for a period of 60 days; or (e) An event of default shall have occurred under Section 11.1 and any of the Indenture and aforesaid adjudications, orders, judgments or decrees is not vacated, set aside or stayed within sixty (60) days from the Series A Bonds shall have been declared due and payable pursuant to Section 11.2 date of the Indentureentry thereof.

1Events of Default. Each of the following shall be events constitutes an “Unmatured Event of Default”Default under this Agreement: (a) The Borrower shall Borrowers fail to pay when due the amounts required to be paid any Obligation for principal or interest owing under this Agreement or the Note when the same shall become is due and payable, whether at a date for the payment of an installment or as a contingent or other payment becomes due and payable in accordance with the terms or as a result of this Agreement acceleration or the Note, including a failure to repay any amounts which have been previously paid but are recovered, attached or enjoined pursuant to any insolvency, receivership, liquidation or similar proceedings; orotherwise; (b) The Projected Net Revenue attributable to Proved Reserves, based on any of the Reserve Reports to be delivered to Lender after the Closing Date (after being adjusted to incorporate Lender's then-current assumptions with respect to pricing, Expenses, discount rates and ▇▇▇▇▇▇ under Permitted Swap Agreements) is insufficient to fully amortize the Loans by their stated maturity; (c) Any Loan Document at any time ceases to be valid, binding and enforceable against any Borrower shall for any reason other than its release or subordination 921350_11 made with the consent of Lender; or any Borrower or General Partner assert that any Loan Document to which it is a Party is not valid, binding and enforceable against any Borrower or General Partner; (d) Borrowers fail to duly observe, perform or observe comply with any of its covenants or agreements contained in this Agreement, the Regulatory Agreement, the Indenture, the Note or the Deed of Trust, other than as specified in paragraph (a) above, and such failure shall continue during and after the period specified covenant set forth in Section 7.2; (ce) Any "Event of Default" (as defined in the Security Document) (other than an event which is referred to in. subsections (a) through (d) above) occurs under the Security Document, and the same is not remedied within the applicable period of grace (if any) provided in such Security Document; (f) Borrowers fail (other than as referred to in subsections (a) through (e) above) to duly observe, perform or comply with any covenant, agreement, condition or provision of any Loan Document, and such failure is not remedied within thirty (30) days of the time at which Borrowers receive notice from Lender or otherwise knows or should have known of such failure; (g) Any representation or warranty previously, presently or hereafter made in writing by or on behalf of the Borrower Borrowers in connection with any Loan Document shall be determined by the Trustee or the Authority prove to have been false or incorrect in any material respect when on any date on or as of which made; (dh) The Borrower shall generally not pay its debts as they become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors or shall institute any proceeding or voluntary case seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property; or the Borrower shall take any action to authorize any of the actions described above in this paragraph (d), or any proceeding shall be instituted Any Lien against the Property, resulting from a Tax Claim or otherwise, for $50,000 or more is asserted against any Borrower seeking to adjudicate it a bankrupt or insolvent or seeking liquidationand such claim is not withdrawn, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, and, if such proceeding is being contested by the Borrower formally disputed in good faith, such proceeding or otherwise disposed of within ninety days (90) thereafter; Subject to Permitted Encumbrances, Lender shall remain undismissed at any time not have a perfected first priority Lien on all or unstayed for a period of 60 days; or (e) An event of default shall have occurred under Section 11.1 any part of the Indenture and Collateral; Except in connection with Borrowers' sale of a Promoted Interest in accordance with Section 11.13 below, Borrowers' Working Interest in the Series A Bonds shall have been declared due and payable pursuant to Section 11.2 Properties increases or its Net Revenue Interest in the Properties decreases from the interests set forth in Exhibit "A" without the prior written consent of the Indenture.Lender;

1Events of Default. Each The occurrence of any of the following shall be will constitute an “Event of Default”” under this Agreement: (a) The Borrower shall fail fails to pay when make any payment of principal or interest due the amounts required to be paid and payable under this Agreement or the Note any other Loan Document when the same shall become such payment is due and payable in accordance with the terms of this Agreement or the Note, including a failure to repay any amounts which have been previously paid but are recovered, attached or enjoined pursuant to any insolvency, receivership, liquidation or similar proceedings; orpayable; (b) The Borrower shall fail fails to perform pay any other charges, fees, expenses or observe any of its covenants or agreements contained in this Agreement, the Regulatory Agreement, the Indenture, the Note or the Deed of Trust, other monetary obligations (other than as specified in paragraph an amount payable under clause (a) above, and such failure shall continue during and of this Section) owing to Bank arising out of or incurred in connection with any Loan Document within three (3) Business Days after the period specified in Section 7.2date such payment is due and payable; (c) Any Borrower fails to perform, comply with or observe any covenant, agreement or undertaking contained in Section 5.1, Section 5.2, Section 5.3, clause (a) of Section 5.8, Section 5.13 or Article 6 of this Agreement; (d) Borrower fails to perform, comply with or observe any covenant, agreement or undertaking contained in any Loan Document (other than those referred to in clause (a), (b) or (c) or elsewhere of this Section 7.1) and such failure continues for thirty (30) days after the occurrence thereof; (e) any statement, report, financial statement, or certificate made or delivered by or on behalf of Borrower or any Guarantor (if any) to Bank is not true and correct in all material respect when made or delivered, or any warranty, representation or warranty other statement by or on behalf of Borrower contained in or made in connection with this Agreement, the Borrower shall be determined by the Trustee other Loan Documents or the Authority in any document, agreement or instrument furnished in compliance with, relating to, or in reference to have been false this Agreement, is false, erroneous, or misleading in any material respect when made; (df) The Borrower shall generally default beyond any grace period in the payment of principal, premium or interest of any Indebtedness of Borrower (other than the Obligations), when and as the same shall become due and payable (whether at scheduled maturity, required prepayment, acceleration, demand or otherwise); or if Borrower otherwise defaults under the terms of any such Indebtedness if the effect of such default is to enable the holder of such Indebtedness to accelerate the payment of Borrower’s obligations, which are the subject thereof, prior to the maturity date or prior to the regularly scheduled date of payment; (g) any final judgment or order exceeding $250,000 for the payment of money which is not pay its debts as they become duefully and unconditionally covered by insurance or for which Borrower has not established a cash or cash equivalent reserve in the full amount of such judgment, shall be rendered against Borrower and such judgment shall continue unsatisfied and in effect for a period of thirty (30) consecutive days without being vacated, discharged, satisfied or bonded pending appeal; (h) any non-monetary judgment or order shall be rendered against Borrower that could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Change, and there shall be a period of thirty (30) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; ​ ​ (i) Borrower or any Guarantor (if any) makes or proposes in writing, an assignment for the benefit of creditors generally, offers a composition or extension to creditors, or makes or sends notice of an intended bulk sale of any business or assets now or hereafter owned or conducted by Borrower or any such Guarantor, an Insolvency Proceeding or any other action is commenced for the dissolution or liquidation of Borrower, or the commencement of any proceeding to avoid any transaction entered into by Borrower or any Guarantor (if any), or the commencement of any case or proceeding for reorganization or liquidation of Borrower’s or any Guarantor’s debts under any Debtor Relief Law, whether instituted by or against Borrower or any Guarantor; provided, however, that Borrower or such Guarantor (if any), as applicable, shall have sixty (60) days to obtain the dismissal or discharge of an Insolvency Proceeding filed against it, it being understood that during such sixty (60) day period, Bank may seek adequate protection in any Insolvency Proceeding, or a receiver, liquidator, custodian, trustee or similar official or fiduciary is appointed for Borrower or any Guarantor or for the property of Borrower or any Guarantor; (j) any execution or distraint process is issued against any property of Borrower or any Guarantor (if any); (k) any indication or evidence is received by Bank that reasonably leads it to believe Borrower or any Guarantor (if any) may have directly or indirectly been engaged in any type of activity which, would be reasonably likely to result in the forfeiture of any material property of Borrower or any such Guarantor to any governmental entity, federal, state or local or Borrower or any Guarantor ceases any material portion of its business operations as presently conducted; (l) Borrower shall become unable to pay, shall admit in writing its inability to pay its debts generallypay, or shall make a general assignment for the benefit fail to pay, its debts as they become due; (m) any Lien in favor of Bank shall fail or cease to be, or shall be asserted by Borrower or any Guarantor (if any) not to be, valid, enforceable and perfected and prior to all other Liens other than Permitted Liens; (n) Borrower or any Guarantor (if any) conceals, removes or permits to be concealed or removed any part of Borrower’s property with intent to hinder, delay, or defraud any of its creditors or shall institute makes or suffers to be made a transfer of any proceeding property, which is fraudulent under the law of any applicable jurisdiction; (o) any material provision of the Security Agreement, any Guarantee or voluntary case seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law other document relating to bankruptcy, insolvency or reorganization or relief or protection of debtorsCollateral shall for any reason cease to be valid and binding on, or seeking the entry of an order for relief enforceable against, Borrower or the appointment of a receiverany Guarantor (if any), trustee, custodian or other similar official for it Borrower or for any substantial part of its property; such Guarantor shall assert in writing or the Borrower shall take any action to authorize discontinue or to assert the invalidity or unenforceability of any Loan Document, or any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms; (p) Borrower or any officer, director or owner of any of the actions described above in this paragraph outstanding Equity Interests of Borrower or any Guarantor (d)if any) shall be indicted for a felony offense under state or federal law, including without limitation any violation of any anti-money laundering, bribery, OFAC or bank fraud, or any proceeding shall be instituted against the should Borrower seeking to adjudicate it a bankrupt employ an executive officer or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtorsmanager, or seeking elect a director, who has been convicted of any such felony offense, or should any Person become an owner of any of the entry outstanding ownership interests of an order for relief ▇▇▇▇▇▇▇▇ who has been indicted or the appointment convicted of any such felony offense; ​ ​ (q) a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, and, if such proceeding is being contested by the Borrower Change in good faith, such proceeding Control shall remain undismissed or unstayed for a period of 60 daysoccur; or (er) An event of default the License Agreement for any reason shall have occurred under Section 11.1 of the Indenture cease to be in full force and the Series A Bonds shall have been declared due and payable pursuant to Section 11.2 of the Indentureeffect.

1Events of Default. Each If any of the following shall be events (each an “Event of Default”) shall occur: (a) The Borrower the Borrowers shall fail to pay any principal of any Loan or of any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the amounts required due date thereof or at a date fixed for prepayment or otherwise; or (b) the Borrowers shall fail to be paid pay any interest on any Loan or any fee or any other amount (other than an amount payable under clause (a) of this Section 8.1 ) payable under this Agreement or any other Loan Document, when and as the Note same shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business Days; or (c) any representation or warranty made or deemed made by or on behalf of the Borrowers or any Subsidiary in or in connection with this Agreement or any other Loan Document (including the Schedules attached thereto) and any amendments or modifications hereof or waivers hereunder, or in any certificate, report, financial statement or other document submitted to the Administrative Agent or the Lenders by any Loan Party or any representative of any Loan Party pursuant to or in connection with this Agreement or any other Loan Document shall prove to be incorrect in any material respect when made or deemed made or submitted; or (d) the Borrowers shall fail to observe or perform any covenant or agreement contained in (i) Sections 5.1, 5.2, or 5.11 (with respect to the Borrowers’ existence) or Articles VI or VII , or (ii) with respect to the Borrowers’ obligation to deliver Borrowing Base Certificates under Section 5.9 , such failure shall remain unremedied (i) one (1) Business Day on more than three occasions during any 30 day period during any period in which Borrowing Base Certificates are deliverable daily and (ii) three (3) Business Days during a period in which Borrowing Base Certificates are deliverable less frequently; or (e) any Loan Party shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those referred to in clauses (a), (b) and (d) above) or any other Loan Document, and such failure shall remain unremedied for 30 days after the earlier of (i) any Responsible Officer of a Borrower becomes aware of such failure, or (ii) written notice thereof shall have been given to the Borrower by an Agent or any Lender; or (f) any Subordinated Debt Document shall cease to be in full force and effect or the validity or enforceability thereof is disaffirmed by or on behalf of any subordinated lender party thereto, or any Obligations fail to constitute “Senior Indebtedness” for purposes of the applicable Subordinated Debt Document, or all or any part of the Permitted Subordinated Debt is accelerated, declared to be due and payable, or is required to be prepaid or redeemed, in each case prior to the stated maturity thereof or the holder of any Permitted Subordinated Debt shall breach the terms of any subordination agreement with an Agent or the Lenders; or (g) the Borrowers or any Subsidiary (whether as primary obligor or as guarantor or other surety) shall fail to pay any principal of, or premium or interest on, any Material Indebtedness that is outstanding, when and as the same shall become due and payable in accordance with the terms of this Agreement (whether at scheduled maturity, required prepayment, acceleration, demand or the Note, including a failure to repay any amounts which have been previously paid but are recovered, attached or enjoined pursuant to any insolvency, receivership, liquidation or similar proceedings; or (b) The Borrower shall fail to perform or observe any of its covenants or agreements contained in this Agreement, the Regulatory Agreement, the Indenture, the Note or the Deed of Trust, other than as specified in paragraph (a) aboveotherwise), and such failure shall continue during and after the period applicable grace period, if any, specified in Section 7.2;the agreement or instrument evidencing or governing such Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to the stated maturity thereof; or (ch) Any representation a Borrower or warranty any Subsidiary shall (i) commence a voluntary case or other proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a custodian, trustee, receiver, liquidator or other similar official of its or any substantial part of its property, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (i) of this Section 8.1 , (iii) apply for or consent to the appointment of a custodian, trustee, receiver, liquidator or other similar official for a Borrower shall be determined by or any such Subsidiary for a substantial part of its assets, (iv) file an answer admitting the Trustee or the Authority to have been false material allegations of a petition filed against it in any material respect when made; such proceeding, (dv) The Borrower shall generally not pay its debts as they become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors creditors, or (vi) take any action for the purpose of effecting any of the foregoing; or (i) an involuntary proceeding shall institute any proceeding be commenced or voluntary case an involuntary petition shall be filed seeking to adjudicate it a bankrupt or insolvent or seeking (i) liquidation, winding upreorganization or other relief in respect of a Borrower, reorganization, arrangement, adjustment, protection, relief or composition of it any Subsidiary or its debts debts, or any substantial part of its assets, under any law relating to federal, state or foreign bankruptcy, insolvency or reorganization other similar law now or relief hereafter in effect or protection of debtors, or seeking the entry of an order for relief or (ii) the appointment of a receivercustodian, trustee, custodian receiver, liquidator or other similar official for it a Borrower or any Subsidiary for any a substantial part of its property; or the Borrower shall take assets, and in any action to authorize any of the actions described above in this paragraph (d), or any proceeding shall be instituted against the Borrower seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, and, if such proceeding is being contested by the Borrower in good faithcase, such proceeding or petition shall remain undismissed or unstayed for a period of 60 daysdays or an order or decree approving or ordering any of the foregoing shall be entered; or (ej) An event of default a Borrower or any Subsidiary shall become unable to pay, shall admit in writing its inability to pay, or shall fail to pay, its debts as they become due; or (k) an ERISA Event shall have occurred under Section 11.1 that, when taken together with other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; or (l) any judgment or order for the payment of money in excess of $2,000,000 in the Indenture aggregate, which shall be rendered against a Borrower or any Subsidiary, and the Series A Bonds either (i) enforcement proceedings shall have been declared commenced by any creditor upon such judgment or order or (ii) there shall be a period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or (m) any non-monetary judgment or order shall be rendered against a Borrower or any Subsidiary that could reasonably be expected to have a Material Adverse Effect, and there shall be a period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or (n) a Change in Control shall occur or exist; or (o) any Loan Document shall for any reason cease to be valid and binding on, or enforceable against, any Loan Party that is a party thereto, or any Loan Party shall so state in writing, or any Loan Party shall seek to terminate a Loan Document; then, and in every such event (other than an event with respect to the Borrowers described in clause (h) or (i) of this Section 8.1) and at any time thereafter during the continuance of such event, the Administrative Agent may, and upon the written request of the Required Lenders shall, by notice to the Borrowers, take any or all of the following actions, at the same or different times: (i) terminate the Commitments, whereupon the Commitment of each Lender shall terminate immediately, (ii) declare the principal of and any accrued interest on the Loans, and all other Obligations owing hereunder, to be, whereupon the same shall become, due and payable pursuant to Section 11.2 immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers, (iii) exercise all remedies contained in any other Loan Document, and (iv) exercise any other remedies available at law or in equity; and that, if an Event of Default specified in either clause (h) or (i) shall occur, the Commitments shall automatically terminate and the principal of the IndentureLoans then outstanding, together with accrued interest thereon, and all fees, and all other Obligations shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers.

1Events of Default. Each If Tenant shall fail to take possession of the following Premises within ten (10) days after the Commencement Date, or if Tenant fails to pay rent or any other sums payable to Landlord hereunder when due and such default shall continue for five (5) days after it is due (provided, upon the first failure of Tenant to make such payment in any consecutive twelve (12) month period, Landlord shall provide written notice thereof to Tenant, and no Event of Default shall have occurred unless and until Tenant fails to make such payment within three (3) business days after receipt of such notice), or if Tenant shall fail to perform or observe any of the other covenants, terms or conditions contained in this Lease within thirty (30) days (or such longer period as is reasonably required to correct any such default, provided Tenant promptly commences and diligently continues to effectuate a cure [but in all events within ninety (90) days]) after written notice thereof by Landlord; provided, however, that Landlord shall not be required to give any such notice more than once within any twelve (12) month period for Tenant’s failure to perform or observe the same covenant, term or condition of this Lease, then, and in any of such cases (notwithstanding any former breach of covenant or waiver thereof in a former instance), each of the foregoing shall be an “Event of Default”: ). The events hereinafter enumerated shall also be deemed Events of Default under this Lease without any notice, grace or cure period: (a) The Borrower if any of the events specified in Paragraph 11 occur, or (b) if Tenant shall fail to pay when due the amounts required substantiate to be paid Landlord Tenant’s satisfaction of its insurance requirements under this Agreement Lease at or prior to the Note when Commencement Date or at any time during the same shall become due and payable term hereof, in accordance with the terms provisions of this Agreement or the Note, including a failure to repay any amounts which have been previously paid but are recovered, attached or enjoined pursuant to any insolvency, receivership, liquidation or similar proceedings; or (b) The Borrower shall fail to perform or observe any of its covenants or agreements contained in this Agreement, the Regulatory Agreement, the Indenture, the Note or the Deed of Trust, other than as specified in paragraph (a) Paragraph 9.3 above, and such failure shall continue during and after the period specified in Section 7.2; or (c) Any representation if any corporate surety or warranty guarantor of this Lease merges with another entity, or liquidates or dissolves or changes control or if any surety or guarantor of this Lease fails to comply with any of the Borrower shall be determined by the Trustee provisions of its suretyship or the Authority to have been false in any material respect when made; guaranty agreement, or (d) The Borrower shall generally not pay its debts as they become dueif Tenant effects a Transfer in violation of Section 7 of this Lease, or shall admit then, and in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors or shall institute any proceeding or voluntary case seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property; or the Borrower shall take any action to authorize any of the actions described above such cases (notwithstanding any former breach of covenant or waiver thereof in this paragraph (da former instance), Landlord, in addition to all other rights and remedies available to it by law or equity or by any proceeding shall be instituted against other provisions hereof, may at any time thereafter, without notice, have the Borrower seeking option to adjudicate it a bankrupt pursue any one or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, and, if such proceeding is being contested by the Borrower in good faith, such proceeding shall remain undismissed or unstayed for a period of 60 days; or (e) An event of default shall have occurred under Section 11.1 more of the Indenture and the Series A Bonds shall have been declared due and payable pursuant to Section 11.2 of the Indentureremedies set forth in Paragraph 12.2, at law or in equity.

1Events of Default. Each The existence or occurrence of each of the following events shall be constitute an “Event of Default”” pursuant to this Agreement: (a) The Any regularly scheduled or recurring payment of principal, interest or other fee or charge on or under the Promissory Note, the Security Agreement, this Agreement or any other Loan Document is not made by Borrower after five (5) days’ prior written notice; (b) Any payment or reimbursement of any amount which is to be paid or reimbursed by Borrower to Lender under the Promissory Note, the Security Agreement, this Agreement, or any other Loan Document other than the amounts specified in subsection 7.1(a) above is not made within five (5) days of the date written notice of or demand for the payment of such amount is given by Lender to Borrower; (c) An event of default or default as defined in the Promissory Note the Security Agreement, or any other Loan Document shall occur and all applicable cure periods with regard thereto, if any, have expired; (d) A claim of lien or any other lien or encumbrance or any kind or nature shall be filed against the Collateral, or any part thereof or interest therein, except for Permitted Encumbrances, without Lender’s prior written consent, and not released within thirty (30) days from the date of notification of filing, or Borrower shall fail to pay post a statutory bond or have obtained a discharge of such claim of lien from the Collateral, or any part thereof or interest therein, without ▇▇▇▇▇▇’s prior written consent, within thirty (30) days from notification of the date of filing; (e) Borrower shall fail to perform any covenant, obligation or term or condition of this Agreement as and when due the amounts required hereby and which is not cured within fifteen (15) days after such failure to perform or any representation or warranty of Borrower herein or in any other Loan Documents executed concurrently herewith or made subsequent hereto, shall be found to be inaccurate, untrue or breached in any respect; (f) If Borrower shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent, or shall file any petition to answer seeking any reorganization, arrangement, composition, readjustment, liquidation, wage earner’s plan, assignment for the benefit of creditors, receivership, dissolution or similar relief under any present or future Federal Bankruptcy Act or any other present or future applicable federal, state or other statute or law, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Borrower or all or any part of the properties of Borrower or if within sixty (60) days after commencement of any proceeding against Borrower or any endorser of the Promissory Note, seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, debtor relief or similar relief under any present or future federal bankruptcy act or any other present or future federal, state or other statute or law, such proceeding shall not have been dismissed, or stayed on appeal; or if, within sixty (60) days after the appointment, without the consent of acquiescence of Borrower or of any endorser of the Promissory Note, of any trustee, receiver, or liquidator of Borrower or any endorser of the Promissory Note, such appointment shall not have been vacated or stayed on appeal or otherwise; or if within ten (10) days after the expiration of any such stay, such appointment shall not have been vacated; (g) A violation or breach by Borrower shall occur in any contract, agreement, covenant, indenture, restriction, or encumbrance affecting title to the Collateral which is not cured within fifteen (15) days after written notice thereof; (h) Except as otherwise permitted hereunder, a sale, transfer, conveyance, assignment, disposition, master lease, pledge or encumbrance of the Collateral, or any portion thereof or any interest therein, or the sale, transfer, conveyance, pledge or encumbrance of any ownership interest in or of the Borrower and/or any partnership or ownership interest in or of the Borrower, without the prior written consent of Lender in each instance; (i) Any substantial damage to or destruction of the Collateral, if (i) the applicable insurance proceeds shall not, in the reasonable opinion of the Lender, be sufficient to repair and restore the Collateral, or (ii) if the insurance proceeds shall not be paid within a reasonable time; (j) The holder of any lien or security interest on or in any portion of the Collateral (without implying Lender’s or Lender’s consent to the existence, placement, creation or permitting of any such lien or security interest) commences proceedings for foreclosure on any Collateral or for the enforcement of its other remedies thereunder; (k) A judgment for the payment of money in excess of the lesser of (i) $50,000, or (ii) the available and unused commitment, and either (i) enforcement proceedings, including, without limitation, through attachment, levy or garnishment or repossession or seizure of property, shall have been commenced by any creditor upon such judgment or order, or (ii) there shall be a period of thirty (30) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; (l) Any suit, action, claim or legal, administrative, arbitration or other proceeding or governmental investigation pending, against or affecting the Borrower or any of the Collateral which, such suit, action, claim or legal, administrative, arbitration or other proceeding or governmental investigation pending may cause the value of the Loan to exceed forty percent (40%) of the value of the Collateral. (m) The Borrower is liquidated, dissolved, consolidated or merged; (n) The Borrower has made materially false or misleading representations to the Lender or has provided materially false or misleading information; (o) Borrower sells, transfers, assigns, or otherwise conveys the Collateral, any portion thereof, or any of Borrower’s interest therein, without the prior written consent of the Lender; (p) Lender fails to have an enforceable first lien on or security interest in any Collateral; (q) Lender determines that the value of the Collateral is less than $7,500,000, even if no other Event of Default has occurred or is occurring; or (r) ▇▇▇▇▇▇▇▇’s rights under this Agreement commitment and the Loan shall be personal as the Lender has evaluated this Loan and has agreed to make this Loan based on the unique qualifications of Borrower, both financial and otherwise. Any sale, conveyance or transfer effecting a change in ownership or control of LLI and/or the Note when collateral shall cause the same shall Loan to become due and payable in accordance with the terms of this Agreement or the Note, including a failure to repay any amounts which have been previously paid but are recovered, attached or enjoined pursuant to any insolvency, receivership, liquidation or similar proceedings; or (b) The Borrower shall fail to perform or observe any of its covenants or agreements contained in this Agreement, the Regulatory Agreement, the Indenture, the Note or the Deed of Trust, other than as specified in paragraph (a) above, and such failure shall continue during and after the period specified in Section 7.2; (c) Any representation or warranty of the Borrower shall be determined by the Trustee or the Authority to have been false in any material respect when made; (d) The Borrower shall generally not pay its debts as they become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors or shall institute any proceeding or voluntary case seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property; or the Borrower shall take any action to authorize any of the actions described above in this paragraph (d), or any proceeding shall be instituted against the Borrower seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, and, if such proceeding is being contested by the Borrower in good faith, such proceeding shall remain undismissed or unstayed for a period of 60 days; or (e) An event of default shall have occurred under Section 11.1 of the Indenture and the Series A Bonds shall have been declared due and payable pursuant to Section 11.2 of the Indenturefull.

1Events of Default. Each of the following shall be constitute an “"Event of Default”" hereunder and shall entitle Lessor to exercise its remedies hereunder and under any of the other Lease Documents: (a) The Borrower shall fail any failure of Lessee to pay any amount due hereunder or under any of the other Lease Documents within ten (10) days following the date when due the amounts required to be paid under this Agreement or the Note when the same shall become due and payable in accordance with the terms of this Agreement or the Note, including a failure to repay any amounts which have been previously paid but are recovered, attached or enjoined pursuant to any insolvency, receivership, liquidation or similar proceedings; orsuch payment was due; (b) The Borrower shall fail to perform any failure in the observance or observe performance of any other covenant, term, condition or warranty provided in this Lease or any of its covenants or agreements contained in this Agreementthe other Lease Documents, other than the Regulatory Agreement, the Indenture, the Note or the Deed payment of Trust, any monetary obligation and other than as specified in paragraph subsections (ac) abovethrough (v) below (a "Failure to Perform"), and such failure shall continue during and continuing for thirty (30) days after the period specified in Section 7.2giving of notice by Lessor to Lessee specifying the nature of the Failure to Perform; except as to matters not susceptible to cure within thirty (30) days, provided that with respect to such matters, (i) Lessee commences the cure thereof within thirty (30) days after the giving of such notice by Lessor to Lessee, (ii) Lessee continuously prosecutes such cure to completion, (iii) such cure is completed within one hundred twenty (120) days after the giving of such notice by Lessor to Lessee and (iv) such Failure to Perform does not impair the value of, or Lessor's rights with respect to, the Leased Property or otherwise impair the Collateral or ▇▇▇▇▇▇'s security interest therein; (c) Any representation the occurrence of any default or warranty breach of condition continuing beyond the expiration of the Borrower shall be determined by applicable notice and grace periods, if any, under any of the Trustee or other Lease Documents, including, without limitation, the Authority to have been false in any material respect when madeAgreement Regarding Related Transactions; (d) The Borrower if any representation, warranty or statement contained herein or in any of the other Lease Documents proves to be untrue in any material respect as of the date when made or at any time during the Term if such representation or warranty is a continuing representation or warranty pursuant to Section 10.2; (e) if any member of the Leasing Group shall generally not pay its debts as they become due(i) voluntarily be adjudicated a bankrupt or insolvent, (ii) seek or shall admit in writing its inability consent to pay its debts generallythe appointment of a receiver or trustee for itself or for the Leased Property, (iii) file a petition seeking relief under the bankruptcy or shall other similar laws of the United States, any state or any jurisdiction, (iv) make a general assignment for the benefit of creditors, (v) make or offer a composition of its debts with its creditors or shall institute any proceeding or voluntary case seeking (vi) be unable to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or pay its debts as such debts mature; (f) if any court shall enter an order, judgment or decree appointing, without the consent of any member of the Leasing Group, a receiver or trustee for such member or for any of its property and such order, judgment or decree shall remain in force, undischarged or unstayed, ninety (90) days after it is entered; (g) if a petition is filed against any member of the Leasing Group which seeks relief under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian bankruptcy or other similar official for laws of the United States, any state or any other jurisdiction, and such petition is not dismissed within ninety (90) days after it is filed; (h) in the event that: i. all or for any substantial part portion of the interest of any partner, shareholder, member in any member of the Leasing Group (other than Guarantor) shall be, on any one or more occasions, directly or indirectly, sold, assigned, hypothecated or otherwise transferred (whether by operation of law or otherwise), if such member of the Leasing Group shall be a partnership, joint venture, syndicate or other group, without the prior written consent of Lessor, in each instance, which consent may be withheld by Lessor in its reasonable discretion with respect to a sale, assignment, hypothecation or other transfer to a Meditrust/Emeritus Transaction Affiliate and in all other cases, in its sole and absolute discretion; ii. the shares of the issued and outstanding capital stock of any member of the Leasing Group (other than Guarantor) shall be, on any one or more occasions, directly or indirectly, sold, assigned, hypothecated or otherwise transferred (whether by operation of law or otherwise), if such member of the Leasing Group shall be a corporation, without the prior written consent of Lessor, in each instance, which consent may be withheld by Lessor in its reasonable discretion with respect to a sale, assignment, hypothecation or other transfer to a Meditrust/Emeritus Transaction Affiliate and in all other cases, in its sole and absolute discretion; or iii. all or any portion of the beneficial interest in any member of the Leasing Group (other than Guarantor) shall be, directly or indirectly, sold or otherwise transferred (whether by operation of law or otherwise), if such member of the Leasing Group shall be a trust, without the prior written consent of Lessor, in each instance, which consent may be withheld by Lessor in its reasonable discretion with respect to a sale, assignment, hypothecation or other transfer to a Meditrust/Emeritus Transaction Affiliate and in all other cases, in its sole and absolute discretion; Notwithstanding the foregoing, no consent of Lessor to a pledge by Lessee of its property; stock to the lender of a Working Capital Loan satisfying the requirements of Section 6.1.3 shall be required (a "Working Capital Stock Pledge"). (i) the death, incapacity, liquidation, dissolution or termination of existence of any member of the Leasing Group or the Borrower shall take merger or consolidation of any action to authorize any member of the actions described above Leasing Group with any other Person except as expressly permitted by the terms of this Lease Agreement; (j) except as provided in this paragraph (d)Section 19.1 hereof, if, without the prior written consent of Lessor, in each instance, which consent may be withheld by Lessor in its sole and absolute discretion, ▇▇▇▇▇▇'s interest, or any proceeding shall be instituted against the Borrower seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment interest of a receiverSublessee which is an Affiliate of Lessee, trusteein the Leased Property shall be, custodian directly or indirectly, mortgaged, encumbered (by any voluntary or involuntary Lien other similar official for it than the Permitted Encumbrances), subleased, sold, assigned, hypothecated or for any substantial part otherwise transferred (whether by operation of its property, and, if such proceeding is being contested by the Borrower in good faith, such proceeding shall remain undismissed law or unstayed for a period of 60 days; or (e) An event of default shall have occurred under Section 11.1 of the Indenture and the Series A Bonds shall have been declared due and payable pursuant to Section 11.2 of the Indenture.otherwise);

1Events of Default. Each of the following shall be constitute an “"Event of Default”" hereunder and shall entitle Lessor to exercise its remedies hereunder and under any of the other Lease Documents: (a) The Borrower shall fail any failure of Lessee to pay any amount due hereunder or under any of the other Lease Documents within ten (10) days following the date when due the amounts required to be paid under this Agreement or the Note when the same shall become due and payable in accordance with the terms of this Agreement or the Note, including a failure to repay any amounts which have been previously paid but are recovered, attached or enjoined pursuant to any insolvency, receivership, liquidation or similar proceedings; orsuch payment was due; (b) The Borrower shall fail to perform any failure in the observance or observe performance of any other covenant, term, condition or warranty provided in this Lease or any of its covenants or agreements contained in this Agreementthe other Lease Documents, other than the Regulatory Agreement, the Indenture, the Note or the Deed payment of Trust, any monetary obligation and other than as specified in paragraph subsections (ac) abovethrough (v) below (a "Failure to Perform"), and such failure shall continue during and continuing for thirty (30) days after the period specified in Section 7.2giving of notice by Lessor to Lessee specifying the nature of the Failure to Perform; except as to matters not susceptible to cure within thirty (30) days, provided that with respect to such matters, (i) Lessee commences the cure thereof within thirty (30) days after the giving of such notice by Lessor to Lessee, (ii) Lessee continuously prosecutes such cure to completion, (iii) such cure is completed within 80 one hundred twenty (120) days after the giving of such notice by Lessor to Lessee and (iv) such Failure to Perform does not impair the value of, or Lessor's rights with respect to, the Leased Property or otherwise impair the Collateral or Lessor's security interest therein; (c) Any representation the occurrence of any default or warranty breach of condition continuing beyond the expiration of the Borrower shall be determined by applicable notice and grace periods, if any, under any of the Trustee or other Lease Documents, including, without limitation, the Authority to have been false in any material respect when madeAgreement Regarding Related Transactions; (d) The Borrower if any representation, warranty or statement contained herein or in any of the other Lease Documents proves to be untrue in any material respect as of the date when made or at any time during the Term if such representation or warranty is a continuing representation or warranty pursuant to Section 10.2; (e) if any member of the Leasing Group shall generally not pay its debts as they become due(i) voluntarily be adjudicated a bankrupt or insolvent, (ii) seek or shall admit in writing its inability consent to pay its debts generallythe appointment of a receiver or trustee for itself or for the Leased Property, (iii) file a petition seeking relief under the bankruptcy or shall other similar laws of the United States, any state or any jurisdiction, (iv) make a general assignment for the benefit of creditors, (v) make or offer a composition of its debts with its creditors or (vi) be unable to pay its debts as such debts mature; (f) if any court shall institute enter an order, judgment or decree appointing, without the consent of any proceeding member of the Leasing Group, a receiver or voluntary case seeking trustee for such member or for any of its property and such order, judgment or decree shall remain in force, undischarged or unstayed, ninety (90) days after it is entered; (g) if a petition is filed against any member of the Leasing Group which seeks relief under the bankruptcy or other similar laws of the United States, any state or any other jurisdiction, and such petition is not dismissed within ninety (90) days after it is filed; (h) in the event that: i. all or any portion of the interest of any partner, shareholder, member in any member of the Leasing Group (other than Guarantor) shall be, on any one or more occasions, directly or indirectly, sold, assigned, hypothecated or otherwise transferred (whether by operation of law or otherwise), if such member of the Leasing Group shall be a partnership, joint venture, syndicate or other group, without the prior written consent of Lessor, in each instance, which consent may be withheld by Lessor in its reasonable discretion with respect to adjudicate it a bankrupt sale, assignment, hypothecation or insolvent other transfer to a Meditrust/Emeritus Transaction Affiliate and in all other cases, in its sole and absolute discretion; ii. the shares of the issued and outstanding capital stock of any member of the Leasing Group (other than Guarantor) shall be, on any one or seeking more occasions, directly or indirectly, sold, assigned, hypothecated or otherwise transferred (whether by operation of law or otherwise), if such member of the Leasing Group shall be a corporation, without the prior written consent of Lessor, in each instance, which consent may be withheld by Lessor in its reasonable discretion with respect to a sale, assignment, hypothecation or other transfer to a Meditrust/Emeritus Transaction Affiliate and in all other cases, in its sole and absolute discretion; or iii. all or any portion of the beneficial interest in any member of the Leasing Group (other than Guarantor) shall be, directly or indirectly, sold or otherwise transferred (whether by operation of law or otherwise), if such member of the Leasing Group shall be a trust, without the prior written consent of Lessor, in each instance, which consent may be withheld by Lessor in its reasonable discretion with respect to a sale, assignment, hypothecation or other transfer to a Meditrust/Emeritus Transaction Affiliate and in all other cases, in its sole and absolute discretion; Notwithstanding the foregoing, no consent of Lessor to a pledge by Lessee of its stock to the lender of a Working Capital Loan satisfying the requirements of Section 6.1.3 shall be required (a "Working Capital Stock Pledge"). (i) the death, incapacity, liquidation, winding updissolution or termination of existence of any member of the Leasing Group or the merger or consolidation of any member of the Leasing Group with any other Person except as expressly permitted by the terms of this Lease Agreement; (j) except as provided in Section 19.1 hereof, reorganizationif, arrangementwithout the prior written consent of Lessor, adjustmentin each instance, protectionwhich consent may be withheld by Lessor in its sole and absolute discretion, relief Lessee's interest, or composition any interest of it a Sublessee which is an Affiliate of Lessee, in the Leased Property shall be, directly or indirectly, mortgaged, encumbered (by any voluntary or involuntary Lien other than the Permitted Encumbrances), subleased, sold, assigned, hypothecated or otherwise transferred (whether by operation of law or otherwise); (k) the occurrence of a default or breach of condition continuing beyond the expiration of the applicable notice and grace periods, if any, in connection with the payment or performance of any other material obligation of Lessee or any Sublessee which is an Affiliate of Lessee, if the applicable creditor or obligee elects to declare the obligations of Lessee or the applicable Sublessee under the 82 applicable agreement due and payable or to exercise any other right or remedy available to such creditor or obligee, or, whether or not such creditor or obligee has so elected or exercised, such creditor's or obligee's rights and remedies, if exercised, may involve or result in the taking of possession of, or the creation of a Lien on, the Leased Property; provided, however, that in any event, the election by the applicable creditor or obligee to declare the obligations of Lessee under the applicable agreement due and payable or to exercise any other right or remedy available to such creditor or obligee shall be an Event of Default hereunder only if such obligations, individually or in the aggregate, are in excess of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000); (l) the occurrence of a Related Party Default; (m) the occurrence of any default or breach of condition which is not cured within any applicable cure period under a Working Capital Loan secured by a Working Capital Stock Pledge (or any documents executed in connection therewith) or the exercise of any ownership rights by the lender of a Working Capital Loan secured by a Working Capital Stock Pledge; (n) except as a result of Casualty or a partial or complete Condemnation (including a temporary taking), if Lessee or any Sublessee ceases operation of the Facility for a period in excess of thirty (30) days (a "Failure to Operate"); (o) if one or more judgments against Lessee or any Sublessee which is an Affiliate of Lessee or attachments against Lessee's interest or any such Sublessee's interest in the Leased Property, which in the aggregate exceed TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000) or which may materially and adversely interfere with the operation of the Facility, remain unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period of thirty (30) days; (p) if any malpractice award or judgment exceeding any applicable professional liability insurance coverage by more than FIVE HUNDRED THOUSAND DOLLARS ($500,000) shall be rendered against any member of the Leasing Group and either (i) enforcement proceedings shall have been commenced by any creditor upon such award or judgment or (ii) such award or judgment shall continue unsatisfied and in effect for a period of ten (10) consecutive days without an insurance company satisfactory to Lessor (in its debts sole and absolute discretion) having agreed to fund such award or judgment in a manner satisfactory to Lessor (in its sole and absolute discretion) and in either case such award or judgment shall, in the reasonable opinion of Lessor, have a material adverse affect on the ability of Lessee or any Sublessee to operate the Facility; (q) if any Provider Agreement material to the operation or financial condition of the Leased Property shall be terminated prior to the expiration of the term thereof or, without the prior written consent of Lessor, in each instance, which consent may be withheld in Lessor's reasonable discretion, shall not be renewed or 83 extended upon the expiration of the stated term thereof; (r) if, after Lessee or any Sublessee has obtained approval for Medicare and/or Medicaid funding, a final unappealable determination is made by the applicable Governmental Authority that Lessee or any Sublessee shall have failed to comply with applicable Medicare and/or Medicaid regulations in the operation of the Facility, as a result of which failure Lessee or such Sublessee is declared ineligible to continue its participation in the Medicare and/or Medicaid programs and such determination could reasonably be expected to have a material adverse effect on the operation or financial condition of the Leased Property; (s) if any member of the Leasing Group receives notice of a final unappealable determination by applicable Governmental Authorities of the revocation of any Permit required for the lawful construction or operation of the Facility in accordance with the Primary Intended Use and, if applicable, the Other Permitted Uses or the loss of any Permit under any law relating other circumstances under which any member of the Leasing Group is required to bankruptcy, insolvency permanently cease the construction or reorganization operation of the Facility in accordance with the Primary Intended Use and the Other Permitted Uses; and (t) any failure to maintain the insurance required pursuant to Section 13 of this Lease in force and effect at all times until the Lease Obligations are fully paid and performed; (u) the appointment of a temporary manager (or relief or protection of debtors, or seeking operator) for the Leased Property by any Governmental Authority; (v) the entry of an order for relief by a court with jurisdiction over the Leased Property to close the Facility, to transfer one or more residents the appointment Facility as a result of a receiver, trustee, custodian an allegation of abuse or other similar official for it neglect or for any substantial part of its property; or the Borrower shall to take any action to authorize any of eliminate an emergency situation then existing at the actions described above in this paragraph (d), or any proceeding shall be instituted against the Borrower seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, andFacility, if such proceeding is being contested by the Borrower in good faith, order has not been stayed pending appeal within ten (10) following such proceeding shall remain undismissed or unstayed for a period of 60 daysentry; or (ew) An event the occurrence of any default shall have occurred or breach of condition continuing for more than thirty (30) days under Section 11.1 any credit agreement, loan agreement or other agreement establishing a major line of credit (including, without limitation, a major line of credit or a Working Capital Loan which is not secured by a Working Capital Stock Pledge)(or any documents executed in connection with such lines of credit) on behalf of Guarantor without regard to whether the Indenture and applicable creditor has elected to declare the Series A Bonds shall have been declared indebtedness due and payable pursuant under such line of credit or to Section 11.2 exercise any other right or remedy available to it or the occurrence of any such default or breach of condition if the Indentureapplicable creditor has elected to declare the indebtedness due and payable under such line of credit or to exercise any other right or remedy available to it. For the purpose of this provision, a major line of credit shall mean and include any line of credit established in an amount equal to or greater than ONE MILLION DOLLARS ($1,000,000) with respect to a line of credit for which Guarantor is an obligor, endorser, surety or guarantor.

1Events of Default. Each The following events are referred to, collectively, as “Events of the following shall be Default” or, individually, as an “Event of Default”: (a) The Borrower shall fail to pay when due Tenant defaults in the amounts required to be paid under this Agreement or the Note when the same shall become due and payable in accordance with the terms punctual payment of this Agreement or the NoteRent, including a failure and such default continues for five (5) days after written notice from Landlord; however, Tenant will not be entitled to repay more than one written notice for monetary defaults during any amounts which 12-month period, and if after such written notice any Rent is not paid when due, an Event of Default will be considered to have been previously paid but are recovered, attached or enjoined pursuant to any insolvency, receivership, liquidation or similar proceedings; oroccurred without further notice; (b) The Borrower shall fail to perform Tenant vacates or observe any of its covenants or agreements contained in this Agreement, abandons the Regulatory Agreement, the Indenture, the Note or the Deed of Trust, other than as specified in paragraph (a) above, and such failure shall continue during and after the period specified in Section 7.2Premises; (c) Any representation This Lease or warranty the Premises or any part of the Borrower shall be determined Premises are taken upon execution or by the Trustee other process of law directed against Tenant, or the Authority are taken upon or subject to have been false in any material respect when madeattachment by any creditor of Tenant or claimant against Tenant, and said attachment is not discharged or disposed of within 15 days after its levy; (d) The Borrower shall generally not pay its debts as they become dueVoluntary or involuntary proceedings under any bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of the United States or insolvency act of any state or for the dissolution of Tenant are instituted against Tenant, or shall admit in writing its inability a receiver or trustee is appointed for all or substantially all of the property of Tenant, and such proceeding is not dismissed or such receivership or trusteeship vacated within 60 days after such institution or appointment; (e) Tenant purports to pay its debts generallyassign this Lease, or sublet all or a portion of the Premises, in violation of the terms hereof; or (f) Tenant shall make a general assignment for the benefit of creditors or fail to correct and eliminate interference caused by its Equipment; or (g) Tenant shall institute any proceeding or voluntary case seeking fail to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property; or the Borrower shall take any action to authorize perform any of the actions described above in this paragraph (d)other agreements, terms covenants or any proceeding conditions hereof on Tenant’s part to be performed, and such nonperformance shall be instituted against the Borrower seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, and, if such proceeding is being contested by the Borrower in good faith, such proceeding shall remain undismissed or unstayed continue for a period of 60 days; or (e) An event of default 30 days after written notice thereof from Landlord to Tenant, or if such performance cannot be reasonably accomplished within such 30-day period, Tenant shall not have occurred under Section 11.1 of the Indenture and the Series A Bonds commenced in good faith such performance within such 30-day period or shall not have been declared due and payable pursuant diligently proceeded therewith to Section 11.2 of the Indenturecompletion.

1Events of Default. Each The occurrence of any one or more of the following events (regardless of the reason therefor) shall be constitute an “Event of Default”: (a) The Borrower ” hereunder which shall fail to pay when due the amounts required be deemed to be paid under this Agreement or the Note when the same shall become due and payable continuing until waived in writing by ▇▇▇▇▇▇ in accordance with the terms of this Agreement Note: (a) Borrower shall fail to make any payment in respect of any Obligations when due and payable or the Note, including a failure to repay any amounts which have been previously paid but are recovered, attached or enjoined pursuant to any insolvency, receivership, liquidation or similar proceedingsdeclared due and payable; or (b) The Borrower shall fail to perform create or observe permit any of its covenants Lien on any Company Intellectual Property or agreements contained in this Agreement, the Regulatory Agreement, the Indenture, the Note or the Deed of Trustother Collateral, other than as specified in paragraph (a) above, and such failure shall continue during and after the period specified in Section 7.2;Permitted Liens; or (c) Any an event of default shall occur under any Contract with a value in excess of $100,000 of Borrower (other than this Note or the APM), and such event of default (i) involves the failure to make any payment (whether or not such payment is blocked pursuant to the terms of an intercreditor agreement or otherwise), whether of principal, interest or otherwise, and whether due by scheduled maturity, required prepayment, acceleration, demand or otherwise, in respect of any Indebtedness (other than the Obligations) of such Person in an aggregate amount exceeding $100,000, or (ii) causes (or permits any holder of such Indebtedness or a trustee to cause) such Indebtedness, or a portion thereof to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; or (d) any representation or warranty of the in any Loan Document, or in any written statement pursuant thereto, or in any report, financial statement or certificate made or delivered to Lender by Borrower shall be determined by the Trustee untrue or the Authority to have been false incorrect in any material respect as of the date when made;made ​ or deemed made (it being understood and agreed that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects); or (de) The there shall be commenced against any Borrower any Proceedings seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that remains unstayed or undismissed for thirty (30) consecutive days; or Borrower shall generally not pay have concealed, removed or permitted to be concealed or removed, any part of its debts as they become dueproperty with intent to hinder, delay or defraud its creditors or any of them or made or suffered a transfer of any of its property or the incurring of an obligation that may be fraudulent under any bankruptcy, fraudulent transfer or other similar law; or (f) a case or proceeding shall have been commenced involuntarily against Borrower in a court having competent jurisdiction seeking a decree or order: (i) under the United States Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, and seeking either (x) the appointment of a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for such Person or of any substantial part of its properties, or (y) the reorganization or winding up or liquidation of the affairs of any such Person, and such case or proceeding shall admit remain undismissed or unstayed for sixty (60) consecutive days or such court shall enter a decree or order granting the relief sought in writing its inability to pay its debts generallysuch case or proceeding; or (ii) invalidating or denying any Person’s right, power, or competence to enter into or perform any of its obligations under any Loan Document or invalidating or denying the validity or enforceability of this Note or any other Loan Document or any action taken hereunder or thereunder; or (g) Borrower shall (i) commence any case, proceeding or other action under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship or relief of debtors, seeking to have an order for relief entered with respect to it or seeking appointment of a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for it or any substantial part of its properties, (ii) make a general assignment for the benefit of creditors creditors, (iii) consent to or shall institute any proceeding or voluntary case seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property; or the Borrower shall take any action to authorize in furtherance of, or, indicating its consent to, approval of, or acquiescence in, any of the actions described above acts set forth in paragraphs (e) or (f) of this Section or clauses (i) and (ii) of this paragraph (dg), or any proceeding (iv) shall admit in writing its inability to, or shall be instituted against the Borrower seeking to adjudicate it a bankrupt or insolvent or seeking liquidationgenerally unable to, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or pay its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, and, if as such proceeding is being contested by the Borrower in good faith, such proceeding shall remain undismissed or unstayed for a period of 60 daysdebts become due; or (eh) An event of default shall have occurred under Section 11.1 [reserved]; or (i) [reserved]; or (j) [reserved]; or (k) the APM is terminated in accordance with Article VIII thereof; or (l) the Borrower fails to obtain the Requisite Company Vote following three (3) adjournments of the Indenture and Stockholders’ Meeting in order to obtain the Series A Bonds Requisite Company Vote; or (m) the Borrower shall have been declared due and payable pursuant sell, transfer, license, lease, distribute, transfer, or otherwise dispose of all or substantially all of its assets to Section 11.2 any other Person, including an affiliate or subsidiary of the IndentureBorrower.

1Events of Default. Each of the following shall be an “Event of Default”: (a) The Borrower occurrence and continuance of any of the following events shall fail to pay when due the amounts required to be paid under this Agreement or the Note when the same shall become due and payable in accordance with the terms constitute an "event of this Agreement or the Note, including a failure to repay any amounts which have been previously paid but are recovered, attached or enjoined pursuant to any insolvency, receivership, liquidation or similar proceedings; ordefault" hereunder: (bi) The Borrower failure of Developer to observe and perform any covenant, condition or provision hereof and to remedy such default within 30 days after notice thereof from the Trustee to Developer, unless the City shall fail to perform or observe any of its covenants or agreements contained have consented thereto in this Agreement, the Regulatory Agreement, the Indenture, the Note or the Deed of Trust, other than as specified in paragraph (a) above, and such failure shall continue during and after the period specified in Section 7.2writing; (cii) Any representation the entry of a decree or warranty order for relief by a court having jurisdiction in the premises in respect of the Borrower shall be determined by the Trustee or the Authority to have been false Developer in any material respect when made; (d) The Borrower shall generally not pay its debts as they become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors or shall institute any proceeding or voluntary an involuntary case seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to applicable bankruptcy, insolvency or reorganization similar law now or relief or protection of debtorshereafter in effect, or seeking the entry of an order for relief or the appointment of appointing a receiver, liquidator, assignee, custodian, trustee, custodian sequestrator (or other similar official for it or for any substantial part official) of its property; or the Borrower shall take any action to authorize any of the actions described above in this paragraph (d), or any proceeding shall be instituted against the Borrower seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it Developer or for any substantial part of its property, andor ordering the windup or liquidation of its affairs; or the filing and pendency for thirty days without dismissal of a petition initiating an involuntary case under any other bankruptcy, if such proceeding is being contested by the Borrower in good faith, such proceeding shall remain undismissed insolvency or unstayed for a period of 60 dayssimilar law; or (eiii) An the commencement by Developer of any voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, whether consent by it to an entry to an order for relief in an involuntary case and under any such law or to the appointment of or the taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Developer or of any substantial part of its property, or the making of it by any general assignment for the benefit of creditors, or the failure of Developer generally to pay its debts as such debts become due, or the taking of corporate action by Developer in furtherance of any of the foregoing; or (iv) any event of default shall have occurred under Section 11.1 of the Indenture and the Series A Bonds shall have been declared due and payable pursuant to Section 11.2 7.01 of the Indenture. (b) During the occurrence and continuance of any event of default hereunder, the Trustee, as assignee of the City pursuant to the Indenture, shall have the rights and remedies hereinafter set forth, in addition to any other remedies herein or by law provided. (c) Upon the occurrence of an event of default described in this Section 5.1:

1Events of Default. Each of the following shall be an “Event of Default”: (a) The Borrower shall fail to pay when due the amounts required to be paid under this Agreement or the Note when the same shall become due and payable in accordance with the terms of this Agreement or the Note, including a failure to repay any amounts which have been previously paid but are recovered, attached or enjoined pursuant to any insolvency, receivership, liquidation or similar proceedings; or (b) The Borrower shall fail to perform or observe any of its covenants or agreements contained in this Agreement, the Regulatory Agreement, the Indenture, the Note or the Deed of Trust, other than as specified in paragraph (a) above, and such failure shall continue during and after the period specified in Section 7.2; (c) Any representation or warranty of the Borrower shall be determined by the Trustee or the Authority to have been false in any material respect when made; (d) The Borrower shall generally not pay its debts as they become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors or shall institute any proceeding or voluntary case seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property; or the Borrower shall take any action to authorize any of the actions described above in this paragraph (d), or any proceeding shall be instituted against the Borrower seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, and, if such proceeding is being contested by the Borrower in good faith, such proceeding shall remain undismissed or unstayed for a period of 60 days; or (e) An event of default shall have occurred under Section 11.1 of the Indenture and the Series A Bonds shall have been declared due and payable pursuant to Section 11.2 of the Indenture.