Common use of Default Clause in Contracts

Default. The occurrence of any one or more of the following shall constitute an Event of Default hereunder. (A) Seller fails to pay any amount owed to Buyer as and when due; (B) There shall be commenced by or against Seller any voluntary or involuntary case under the United States Bankruptcy Code, or any assignment for the benefit of creditors, or appointment of a receiver or custodian for any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreement.

Default. The Upon the occurrence of any one or more of the following shall constitute an events ("Event of Default"), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default hereunder.shall be: (Ai) Seller fails Tenant's failure to pay when due any amount owed to Buyer as and when due; (B) There shall be commenced by or against Seller any voluntary or involuntary case under the United States Bankruptcy Coderegularly scheduled payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant or its Parent becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment or if any of the foregoing are filed against Tenant or its Parent, shall not have been set aside within ninety (90) days from the date of such petition or appointment, or if Tenant or its Parent makes an assignment for the benefit of creditorscreditors or shall admit in writing its inability to pay its debts generally as they become due, or appointment if Tenant's interest in this Lease is attached, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant's fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant or its Parent is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of a receiver or custodian for any substantially all of its assets; ; (Cvii) Seller shall become insolvent if a Change of Control occurs or the estate or interest of Tenant in that the Leased Property or any material part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding in violation of the terms of this Lease, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 26 hereof; (viii) if there has been a final unappealable determination by any Government Agency of the revocation or limitation of any license, permit, certification or approval required for the lawful operation of the Facility in accordance with its debts are greater than Intended Use or the fair value loss or limitation of its assetsany license, permit, certification or Seller is generally not paying its debts as they become due approval under any other circumstances under which Tenant or is left required to cease its operation of the Facility in accordance with unreasonably small capital; its Intended Use at the time of such loss or limitation and such event or failure has a material adverse affect on the use or operation of the Leased Property; (Dix) Any involuntary lienif Tenant voluntarily ceases operation of the Leased Property for its Intended Use, garnishment, attachment except as a result of Casualty or partial or complete Condemnation; (x) if Tenant fails to pay for money borrowed or for the like is issued against deferred purchase price of any material property or attaches to services (excluding trade accounts payable in the Purchased Receivables ordinary course of business on customary trade terms) or any Collateral; guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein$250,000), and the same is not cured be declared to Buyerbe or become due and payable prior to the stated maturity thereof and all applicable notices with respect thereto have been given and all applicable grace or cure periods with respect thereto shall have lapsed; or (xi) if any Person acquires more than 9.8% of the outstanding ownership interests in Tenant, which would, in Landlord's satisfaction within ten (10) days after Buyer has given Seller oral sole but reasonable determination, adversely affect the status or written notice thereof; providedtreatment of Landlord or its Parent as a real estate investment trust under the applicable provisions of the Code. Notwithstanding the foregoing, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance withany applicable Facility Mortgage provides for a shorter cure or grace period, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall occur under any guaranty executed by any guarantor supercede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty Tenant hereunder shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller made and any creditor of Seller that has entered into a subordination agreement performed within such time periods so as to comply with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementthe Facility Mortgage.

Default. The Company shall be in default under this Note upon the occurrence of any one or more of the following shall constitute an Event of Default hereunder.events: (A) Seller 2.1 The Company fails to pay timely perform any amount owed of its obligations under, or otherwise breaches any covenants or warranties of this Note; 2.2 Any statement, representation, or warranty made by the Company or its agents to Buyer Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as and when they become due; (B) There , or shall be commenced by file or have filed against Seller any voluntary it, voluntarily or involuntary case involuntarily, a petition under the United States Bankruptcy CodeCode or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or any shall make an assignment for the benefit of creditors, or appointment of a receiver shall initiate or custodian for have initiated against it, voluntarily or involuntarily, any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assetsact, process, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur proceedings under any guaranty executed by any guarantor insolvency law or other statute or law providing for the modifications or adjustment of the Obligations rights of Seller to Buyer under this Agreementcreditors. UPON ANY EVENT OF DEFAULT, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminatedHOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, including by operation of lawWITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (H) INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGEMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementWAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONOR.

Default. The occurrence a. In the event that the UAO breaches any provision of this Agreement, then in addition to any other remedies which are otherwise provided for in this Agreement, the FDOT may exercise one or more of the following options, provided that at no time shall constitute an Event the FDOT be entitled to receive double recovery of Default hereunderdamages: (1) Terminate this Agreement if the breach is material and has not been cured within sixty (60) days from written notice thereof from FDOT. (A2) Seller fails to pay any amount owed to Buyer as and when due; Pursue a claim for damages suffered by the FDOT. (B3) There shall be commenced by or against Seller any voluntary or involuntary case under If the United States Bankruptcy Code, or any assignment for the benefit of creditors, or appointment of a receiver or custodian for any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller Utility Work is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer reimbursable under this Agreement, withhold reimbursement payments until the breach is cured. The right to withhold shall be limited to actual claim payments made by FDOT to third parties. (4) If the Utility Work is reimbursable under this Agreement, offset any damages suffered by the FDOT or the public against payments due under this Agreement for the same Project. The right to offset shall be limited to actual claim payments made by FDOT to third parties. (5) Suspend the issuance of further permits to the UAO for the placement of Facilities on FDOT property if the breach is material and has not been cured within sixty (60) days from written notice thereof from FDOT. (6) Pursue any material other remedies legally available. (7) Perform any work with its own forces or through contractors and seek repayment for the cost thereof under Section 337.403(3), Florida Statutes. b. In the event that the FDOT breaches any provision of this Agreement, then in addition to any such guaranty shall other remedies which are otherwise provided for any reason cease to be valid in the Agreement, the UAO may exercise one or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any more of the terms following options: (1) Terminate this Agreement if the breach is material and has not been cured within sixty (60) days from written notice thereof from the UAO. (2) If the breach is a failure to pay an invoice for Utility Work which is reimbursable under this Agreement, pursue any statutory remedies that the UAO may have for failure to pay invoices. (3) Pursue any other remedies legally available. c. Termination of or this Agreement shall not comply relieve either party from any obligations it has pursuant to other agreements between the parties nor from any statutory obligations that either party may have with such subordination agreementregard to the subject matter hereof.

Default. The occurrence of any one or more Each and every of the following shall will constitute an Event default of Default hereunder.this agreement and result in its automatic termination: (A) Seller fails a. Failure to pay any amount owed to Buyer as and rent when due, and the failure is not cured within five (5) days after written notice of such failure has been given to Lessee by the Board; or b. Failure to perform any other terms or conditions of this Lease which are the responsibility of Lessee, and if such failure is not cured within five (B5) There days after written notice by the Board. If the failure is caused by events beyond the Lessee’s reasonable control, the Lessee shall so inform the Board and shall use due diligence to cure the default as soon as feasible and shall not be considered in default; or c. Vacating or abandoning the Premises in excess of five (5) days without previously notifying the Board in writing; except that a temporary closing for remodeling or repairs, or for a holiday shall not be deemed vacation or abandonment; or d. Adjudgement as a bankrupt, or a decree or order, approving as properly filed, a petition or answer asking reorganization of the Lessee under Federal Bankruptcy Laws as now or hereafter amended, or under the laws of the State of Wisconsin, shall be commenced by entered, and any such decree, judgment or against Seller order shall not have been vacated, stayed or set aside within fifteen (15) days from the date of the entry or granting thereof; or e. Filing or admitting the jurisdiction of the court and the material allegations contained in, any voluntary or involuntary case under the United States Bankruptcy Codepetition in bankruptcy, or any assignment petition pursuant or purporting to be pursuant to the Federal Bankruptcy Laws as now or hereafter amended, or the Lessee shall institute any proceedings or shall give its consent to the institution of any proceedings for any relief of Lessee under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition of evidence; or f. Assignment for the benefit of creditors, creditors or application for or consent to the appointment of a receiver for ▇▇▇▇▇▇; or g. An assignment, transfer, conveyance or custodian other disposition of its interest in the Premises without the express written consent of the Board; or h. Violation of Article 11, Environmental Pollutants. Additionally, after having obtained permission from a court of competent jurisdiction, the Board may re-enter the Leased Premises, remove all persons and property there from, and store such property in a public warehouse at the sole cost of the Lessee, without becoming liable for any loss or damage, except for loss of damage resulting from willful or negligent acts of the Board, its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, employees or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth hereinagents, and such re-entry will not release the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default Lessee from liability hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreement.

Default. The occurrence of Provider shall be in default under this Agreement if any one or more of the following shall constitute an Event occur: (i) Provider or any of Default hereunder. (A) Seller its officers, employees, or agents fail to perform or fulfill any term, covenant, or condition contained in this Agreement and Provider fails to pay any amount owed to Buyer as and when duecure such default within five (5) calendar days after Provider has been notified in writing of such default; (Bii) There shall be commenced by or against Seller any voluntary or involuntary case under the United States Bankruptcy Code, or any Provider makes a general assignment for the benefit of creditors; (iii) the filing by or against Provider of any petitions in bankruptcy either voluntary or involuntary, (iv) any transfer, assignment, or appointment the passing of any benefits, rights, or obligations of this Agreement to creditors, assignees, or transferees of Provider without the prior written approval of SMG, which may be withheld in its sole and absolute discretion; (v) the abandonment or discontinuance by Provider, without written consent of SMG, of any or all of the Services permitted or required herein; or (vi) if Provider was a receiver certified CBE or custodian SBE with Broward County on the Effective Date of this Agreement, a failure to maintain such certification through the Term. SMG shall be in default under this Agreement if SMG fails to perform or fulfill any term, covenant, or condition contained in this Agreement and SMG fails to cure such default within thirty (30) business days after SMG has been served with written notice of such default or SMG makes a general assignment for the benefit of creditors. SMG shall not be deemed to be in default under this Agreement if SMG fails to pay any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value fees due hereunder as a result of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate Provider’s default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty . Nothing herein shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller construed as excusing either Party from diligently commencing and any creditor of Seller that has entered into completing a subordination agreement with Buyer; or (I) Any creditor that has entered into cure within a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementlesser time if reasonably possible.

Default. The occurrence of any one or more of the following instances shall constitute an Event be considered to be a default or a breach of Default hereunder. this Agreement by Licensee: (Ai) Seller fails any failure of Licensee to pay the Monthly License Fee, or any amount owed other charge for which Licensee has the responsibility of payment under this Agreement, within ten (10) Business Days of the date following written notice to Buyer as Licensee from Licensor, or its designee, of such delinquency, it being understood, however, that Licensor is obligated to provide such notice only two times in each calendar year, and the third instance of the failure to pay the Monthly License Fee or any other charge shall be an immediate default without notice to Licensee if not paid within ten (10) Business Days of the date when due; (Bii) There except for a PCN Default for which the cure period is set forth in clause (iv) below, any failure of Licensee to perform or observe any term, covenant, provision or condition of this Agreement which failure is not corrected or cured by Licensee within thirty (30) days of receipt by Licensee of written notice from Licensor, or its designee, of the existence of such a default; except such thirty (30) day cure period shall be commenced by or against Seller any voluntary or involuntary case under extended as reasonably necessary to permit Licensee to complete a cure so long as Licensee commences the United States Bankruptcy Code, or any assignment for the benefit of creditors, or appointment of a receiver or custodian for any of its assetscure within such thirty (30) day cure period and thereafter continuously and diligently pursues and completes such cure; (Ciii) Seller shall become insolvent failure of Licensee to abide by the Interference provisions as set forth in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capitalSection 11; (Div) Any involuntary lien, garnishment, attachment or the like is issued against or attaches a PCN Default occurs that Licensee fails to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction cure within ten (10) days after Buyer has given Seller oral or of Licensor’s written notice thereof; providedto Licensee, that if or its designee of the existence of such breach is incapable of being cured it shall constitute an immediate default hereunderdefault; (Fv) Seller Licensee shall become bankrupt, insolvent or file a voluntary petition in bankruptcy, have an involuntary petition in bankruptcy filed against Licensee which cannot be or is not dismissed by Licensee within sixty (60) days of the date of the filing of the involuntary petition, file for reorganization or arrange for the appointment of a receiver or trustee in compliance withbankruptcy or reorganization of all or a substantial portion of Licensee’s assets, or otherwise is Licensee makes an assignment for such purposes for the benefit of creditors; (vi) this Agreement or Licensee’s interest herein or Licensee’s interest in the Tower Facility are executed upon or attached; (vii) Licensee commits or fails to perform an act which results in a default underunder or nonconformance with the Ground Lease by Licensor and the same shall not be cured within 5 Business Days (or such shorter time as permitted under the Ground Lease to cure) of the date following written notice to Licensee from Licensor, any term or its designee, of such default; or (viii) the imposition of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed lien on the Approved Equipment except as may be expressly authorized by any guarantor of the Obligations of Seller to Buyer under this Agreement, or any material provision an attempt by Licensee or anyone claiming through Licensee to encumber Licensor’s interest in the Tower Facility, and the same shall not be dismissed or otherwise removed within ten (10) Business Days of any such guaranty shall for any reason cease written notice from Licensor to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementLicensee.

Default. The occurrence of any one or more of the following events (herein called "Events of Default") shall constitute an Event of Default hereunder. (A) Seller fails to pay any amount owed to Buyer as a default hereunder and when due; (B) There shall be commenced by or against Seller any voluntary or involuntary case under the United States Bankruptcy CodeNote: 8.1 The Borrower defaults in the payment of any principal or interest payable under this Agreement, the Note or any assignment of the other Loan Documents and such default continues for more than five (5) days after the benefit due date thereof; 8.2 The Borrower defaults in the payment or performance of creditors, any other covenant or appointment obligation of a receiver the Borrower hereunder or custodian for any of its assets; (C) Seller shall become insolvent in that its debts are greater than under the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables Note or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within other Loan Documents for more than ten (10) days after Buyer the Lender has given Seller oral notice of such default to the Borrower; 8.3 Any representation or written notice thereof; provided, that if such breach is incapable warranty made herein by the Borrower shall prove to have been false or misleading in any material respect; 8.4 The making of being cured it shall constitute an immediate default hereunder; (F) Seller is not assignment by Borrower for the benefit of its creditors or the admission by Borrower in compliance withwriting of its inability to pay its debts as they become due, or otherwise is the insolvency of Borrower, or the filing by Borrower of a voluntary petition in default underbankruptcy, any term or the adjudication of Borrower as a bankrupt, or the filing by Borrower of any documentpetition or answer seeking for itself any reorganization, instrument arrangement, composition, readjustment, liquidation, dissolution, or agreement evidencing a debtsimilar relief under any present or future statute, obligation law or liability regulation, or the filing of any kind answer by Borrower admitting, or character the failure by Borrower to deny, the material allegations of Sellera petition filed against it for any such relief, now or hereafter existingthe seeking or consenting by Borrower to, in favor or acquiescence by Borrower in, the appointment of Buyer any trustee, receiver or liquidator of Borrower or of all or any division or affiliate substantial part of Silicon Valley Bank, regardless the properties of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and severalBorrower, or fixed the inability of Borrower to pay its debts when due, or contingentthe commission by Borrower of any act of bankruptcy as defined in the Federal Bankruptcy Act, together with as amended; 8.5 The failure by Borrower, within sixty (60) days after the commencement of any and all renewals and extensions proceeding against Borrower seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, to obtain the dismissal of such debtsproceeding or, obligations and liabilitieswithin sixty (60) days after the appointment, without the written consent or acquiescence of Lender, of any trustee, receiver or liquidator of Borrower or of all or any substantial part thereofof the properties of Borrower, to vacate such appointment; (G) An event of or 8.6 The default shall occur by Borrower under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreementother notes or other agreement for borrowed money, lease or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any other agreement between Seller Borrower and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementLender.

Default. The occurrence (a) Participant has specifically induced FINRA to enter into this Agreement based on the representations and undertakings of any Participant contained herein. Strict compliance with the provisions of this Agreement is and shall be a condition precedent to Participant’s right hereunder to continue to access, receive or use the Service. Participant expressly acknowledges and agrees that FINRA shall have the rights set forth in this Section 10 if FINRA shall determine, in its sole discretion, that one or more of the following shall constitute an Event of Default hereunder.events or conditions occurs or is continuing: (Ai) Seller Participant fails to pay any amount owed amounts due FINRA under this Agreement within thirty (30) days after the applicable due date for such amounts specified in this Agreement; (ii) Any representation, warranty or certification, which is material to Buyer FINRA for regulatory, commercial or other reasons, made by Participant in this Agreement or in any other document furnished by Participant in connection herewith was false or misleading, as and when due; of the time made or furnished; (Biii) There shall be commenced by or against Seller any voluntary or involuntary case under Participant defaults in the United States Bankruptcy Code, or any assignment for the benefit performance of creditors, or appointment of a receiver or custodian for any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, obligations or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer covenants under this Agreement, or any material provision representation, warranty or certification described in clause (ii) above becomes false or misleading, and such default, falsity or misstatement (if curable) continues without remedy for a period of fifteen (15) days after FINRA provides Notice to Participant thereof, provided, however, that if such default, falsity or misstatement cannot be remedied by Participant in good faith and with due diligence within fifteen (15) days and the failure to so remedy within fifteen (15) days does not cause FINRA to be in violation of applicable law or regulations or to otherwise materially injure FINRA, then an event or condition of default under this clause will not be considered to exist or have occurred for so long as Participant commences such actions as are necessary to remedy such default, falsity or misstatement within such fifteen (15) day period and thereafter diligently pursues such actions to remedy such default, falsity or misstatement; (iv) Participant proceeds with a proposed action in default of its obligations or covenants under this Agreement, or in breach of any representation, warranty or certification, that is material to FINRA for regulatory, commercial or other reasons, made by Participant in connection herewith, after FINRA has provided Notice to Participant that such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A proposed action would constitute a default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreement.hereunder;

Default. The occurrence of any one or more of the following shall constitute an Event of Default hereunder.matters constituted a default ("Default") by Tenant under this Lease: (Aa) Seller fails Failure by Tenant to pay any amount owed Rent or any other amounts due and payable by Tenant under this Lease and such failure continues for five (5) days after the giving of written notice of such failure by Landlord to Buyer Tenant provided Landlord shall not be obligated to give more than two (2) notices in any calendar year, and Tenant shall for all subsequent failures to pay be in default immediately without the requirement of Landlord to give notice of such failure to Tenant; (b) Failure by Tenant to observe or perform any of the covenants in this Lease in respect to assignment and subletting; (c) Abandonment of the Premises as and when due; prohibited in Article 18; (Bd) There Failure by Tenant to cure forthwith, after notice thereof from Landlord or another tenant acquiring knowledge thereof, any hazardous condition that Tenant has created in violation of law or of this Lease; (e) Failure by Tenant to observe or perform any other covenant, agreement, condition or provision of this Lease, if such failure shall be commenced continue for twenty (20) days after written notice thereof to Tenant by or against Seller any voluntary or involuntary case under Landlord; (f) The levy upon execution of the United States Bankruptcy Codeattachment by legal process of the leasehold interest of Tenant, or the filing or creation of a lien in respect of such leasehold interest; (g) Tenant or any guarantor of this Lease becomes insolvent or bankrupt or admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or applies for or consents to the appointment of a trustee or receiver for itself or custodian for any all or a part of its assets; property; (Ch) Seller shall become insolvent Proceedings for the appointment of a trustee, custodian or receiver of Tenant or any guarantor of this Lease or for all or a part of Tenant's or such guarantor's property are filed against Tenant or such guarantor and are not dismissed within thirty (30) days; (i) Proceedings in that its debts are greater than the fair value of its assetsbankruptcy, or Seller is generally not paying its debts as they become due other proceedings for relief under any law for the relief of debtors, are instituted by or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables Tenant or any Collateral; guarantor of this Lease, and, if instituted against Tenant or such guarantor, are allowed against either or are consented to by either or are not dismissed within sixty (E60) Seller days thereof; (j) Tenant shall breach repeatedly default in the timely payment of Rent or any other charges required to be paid, or shall repeatedly default in keeping, observing or performing any other covenant, agreement, warrantycondition or provision of this Lease, whether or representation set forth hereinnot Tenant shall timely cure any such payment or other default. For the Purposes of this subsection, the occurrence of similar defaults three (3) times during any twelve (12) month period shall constitute a repeated default. Any notice periods provided for under this Article 21.01 shall run concurrently with any statutory notice periods, and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has any notice given Seller oral hereunder may be given simultaneously with or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreement, or any material provision of incorporated into any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementstatutory notice.

Default. The occurrence of any one or more of the following shall constitute an Event of Default hereunder. (A) Seller fails Lessor's Right to pay any amount owed to Buyer as and when due; (B) There shall be commenced by or against Seller any voluntary or involuntary case under the United States Bankruptcy CodeRepossess, Operate, or any assignment for Relet. If the benefit of creditors, or appointment of a receiver or custodian for any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables rental reserved by this Lease or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured other charges to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilitiesbe paid hereunder by Lessee, or any part thereof; , are not paid when due and shall remain unpaid for a period of fifteen (G15) An event days after notice thereof in writing, or if the Lessee shall fail to promptly perform any other covenant, condition, or provision by it to be performed hereunder and such failure shall continue for a period of five (5) days after notice in writing specifying the nature of such failure, or if Lessee abandons the demised premises, or if Lessee breaches any obligation under this Lease by it to be performed which cannot be cured, then, and in any such event, Lessee shall be deemed to be in default shall occur under any guaranty executed by any guarantor and Lessor, without further notice may at its option re-enter and take possession of the Obligations of Seller to Buyer under this Agreementdemised premises, including all improvements thereon and fixtures and equipment located at, in, or about the same, and take, operate, or relet the same in whole or in part for the account of Lessee at such rental and on such agreement and conditions and to such tenant or tenants as Lessor in good faith may deem proper for a term not exceeding the unexpired period of the full term of this Lease. Lessor shall receive all proceeds and rent accruing from such operation or reletting of the demised premises or fixtures and equipment and shall apply the same first to the payment of all costs and expenses incurred by Lessor in obtaining possession and in the operation or reletting of the demised premises or fixtures and equipment, including reasonable attorney fees, commissions, and collection fees, and any material provision alterations or repairs reasonably necessary to enable Lessor to operate or relet the premises or fixtures and equipment and to the payment of any all such guaranty shall for any reason cease amounts as may be due or become payable under the provisions of this Lease, and the balance remaining, if any, at the expiration of the full term of this Lease or on the sooner termination thereof by written notice of termination given by Lessor to be valid or enforceable or any such guaranty Lessee shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementpaid over to Lessee.

Default. The occurrence (a) Purchaser may, by written notice of default to the Seller, terminate this order or any one part thereof if the Seller fails (i) to deliver the articles in accordance with the specified delivery schedule, or more (ii) to replace or correct defective articles in accordance with the provisions of paragraph (c) of the following shall constitute an Event clause hereof entitled “Inspection” or (iii) to perform any of Default hereunder. (A) Seller the other provisions of this order or so fails to pay any amount owed make progress as to Buyer as and when due; endanger performance of this order in accordance with its terms and, in either of the circumstances specified in (B) There shall be commenced by or against Seller any voluntary or involuntary case under iii), does not correct such failure within the United States Bankruptcy Code, or any assignment for the benefit period of creditors, or appointment of a receiver or custodian for any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given receipt of notice from Purchaser specifying such failure. (b) Upon such termination, Purchaser may procure similar articles on such terms and in such manner as Purchaser may deem appropriate, and Seller oral or written notice thereofshall be liable to Purchaser for any excess costs occasioned Purchaser thereby; provided, however, that if Seller shall not be liable for such breach excess costs where the default is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, due to any cause beyond the control and without the fault or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character negligence of Seller, now if Seller has notified Purchaser in writing of the existence of such cause within 10 days from the beginning thereof. (c) If this order is terminated for default, Purchaser may require Seller to transfer title to Purchaser or hereafter existingPurchaser’s customer, as directed by ▇▇▇▇▇▇▇▇▇ any: (i) completed articles, and (ii) partially completed articles that Seller has specifically produced or acquired for the terminated portion of this order. Upon direction of Purchaser, the Seller shall also protect and preserve property in favor of Buyer its possession in which Purchaser or any division or affiliate of Silicon Valley BankPurchaser’s customer has an interest. (d) If, regardless of whether such debtafter termination, obligation or liability it is direct or indirect, primary or secondary, joint, several or joint and severaldetermined that the Seller was not in default, or fixed or contingentthat the default was excusable, together with any as defined in the clause hereof entitled “Excusable Delays,” the rights and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations parties shall be the same as if the termination had been issued in accordance with the provisions of the clause hereof entitled “Termination for Convenience.” (e) If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both the Seller and Seller’s subcontractor, and without the fault or negligence of either, the Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted articles were obtainable from other sources in sufficient time for the Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of meet the terms of or not comply with such subordination agreementrequired delivery schedule.

Default. The occurrence of If any one or more of the following events shall constitute occur, same shall be an Event event of Default hereunder.default under this Lease: (A1) Seller fails Tenant shall voluntarily abandon the Premises or discontinue its operations on the Premises for a period of thirty (30) consecutive calendar days, other than as a result of casualty, condemnation or acts of force majeure; or (2) Any lien, claim or other encumbrance which is filed against Landlord's fee simple title to the Premises or the Improvements or both (other than that created by or through Landlord) is not removed, or if Landlord is not adequately secured by bond or otherwise with respect to any lien against the fee simple title of the Premises (other than that created by or through Landlord), within thirty (30) calendar days after Tenant has received notice thereof, or (3) Tenant shall fail to pay the Rent when due to Landlord and Tenant shall continue in its failure to make any amount owed such payments for a period of ten (10) calendar days after written notice is given to Buyer as make such payments; or (4) Tenant shall fail to make any other payment required hereunder when due to Landlord and when dueshall continue in its failure to make any such other payments required hereunder for a period of ten (10) calendar days after written notice is given to make such payments; or (B5) There Tenant shall fail to keep, perform and observe each and every non- monetary promise, covenant and term set forth in this Lease on its part to be kept, performed or observed within thirty (30) calendar days after receipt of written notice of default thereunder (except where fulfillment of its obligation requires activity over a greater period of time and Tenant shall have commenced to perform whatever may be required for fulfillment within thirty (30) calendar days after receipt of notice and continues such performance without material interruption); or (6) To the extent permitted by or against Seller any voluntary or involuntary case under the United States Bankruptcy Codelaw, or any if Tenant makes an assignment for the benefit of creditors; or (7) To the extent permitted by law, if Tenant files a voluntary petition under Title 11 of the United States Code (the "Bankruptcy Code") or appointment of a receiver if such petition is filed against Tenant and an order for relief is entered and not dismissed within sixty (60) days or custodian for if Tenant files any of its assets; (C) Seller shall become insolvent petition or answer seeking, consenting to or acquiescing in that its debts are greater than any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables Bankruptcy Code or any Collateralother present or future applicable federal, state or other statute or law; or (E) Seller shall breach any covenant8) To the extent permitted by law, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction if within ten sixty (1060) days after Buyer has given Seller oral the commencement of any proceeding against Tenant seeking to have an order for relief entered against its as debtor or written notice thereof; providedto adjudicate it a bankrupt or insolvent, that if or seeking any reorganization, arrangement, composition, readjustment or adjustment, winding-up, liquidation, dissolution or similar relief under the Bankruptcy Code or any other present or future applicable federal, state or other statute or law of any jurisdiction, domestic or foreign, such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller proceeding is not in compliance withdismissed, or otherwise is in default underif, any term within sixty (60) days after the appointment, without the consent or acquiescence of Tenant, of any documenttrustee, instrument receiver, custodian, assignee, sequestrator or agreement evidencing a debtliquidator of Tenant, obligation or liability of all of any kind or character of Seller, now or hereafter existing, in favor of Buyer the Premises or any division interest of Tenant therein, such appointment is not vacated or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation stayed on appeal or liability is direct or indirect, primary or secondary, joint, several or joint and severalotherwise, or fixed or contingentif, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; within thirty (G30) An event of default shall occur under any guaranty executed by any guarantor of days after the Obligations of Seller to Buyer under this Agreement, or any material provision expiration of any such guaranty shall for any reason cease to be valid or enforceable or any stay, such guaranty shall be repudiated or terminated, including by operation of lawappointment if not vacated; or (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I9) Any creditor that has entered into a subordination agreement with Buyer shall breach any revocation of the terms tax exempt status of Tenant or not comply with such subordination agreementsuspension thereof for more than one hundred twenty (120) days.

Default. The occurrence 18.1 With respect to all payments required to be made by FRONTIER hereunder, including, without limitation, payment of the IRU Fee and all other amounts payable by FRONTIER hereunder, in the event FRONTIER shall fail to make a payment by the date due and payable hereunder, from and after such date, (i) such unpaid amount shall bear interest until paid at a rate equal to the rate set forth in Article XXX and (ii) if such payment is due with respect to a Segment on or prior to the Acceptance Date of such Segment, the Estimated Delivery Date for such Segment shall be extended by a number of days equal to the number of days that elapse from the date such payment is due until paid. In the event any amount or amounts due and payable hereunder remain unpaid for a period of eighty (80) days after written notice from QWEST to FRONTIER, and the amount thereof is not in bona fide dispute, then QWEST may, in its sole and absolute discretion and in addition to its other rights and remedies hereunder, after ten (10) days prior written notice to FRONTIER and the failure of FRONTIER to pay such amount within such ten-day period, terminate any and all of its obligations hereunder with respect to any Segment or Segments as to which the Acceptance Date has not yet occurred or the grant of the IRU with respect to which has not yet become effective, and to apply any and all amounts previously paid by FRONTIER hereunder with respect to such Segment or Segments toward the payment of any one other amounts then or more thereafter payable by FRONTIER hereunder. With respect to all of its other obligations hereunder, in the following event FRONTIER shall constitute an Event fail to perform a non-payment obligation and such failure shall continue for a period of Default hereunder. thirty (A30) Seller fails to pay any amount owed to Buyer as and when due; (B) There days after QWEST shall have given FRONTIER written notice of such failure, FRONTIER shall be commenced in default hereunder unless FRONTIER shall have cured such failure or such failure is otherwise waived in writing by QWEST within such thirty (30) days; provided, however, that where ----------------- such failure cannot reasonably be cured within such 30-day period, if FRONTIER shall proceed promptly to cure the same and prosecute such cure with due diligence, the time for curing such failure shall be extended for such period of time as may be necessary to complete such cure; and provided further that if ---------------- FRONTIER certifies in good faith to QWEST in writing that a non-payment failure has been cured, such failure shall be deemed to be cured unless QWEST otherwise notifies FRONTIER in writing within fifteen (15) days of receipt of such notice from FRONTIER. FRONTIER shall be in default hereunder (i) automatically upon the making by FRONTIER or against Seller any voluntary or involuntary case under the United States Bankruptcy Code, or any Frontier Corporation of a general assignment for the benefit of its creditors, the filing by FRONTIER or appointment Frontier Corporation of a receiver voluntary petition in bankruptcy or custodian for the filing by FRONTIER or Frontier Corporation of any petition or answer seeking, consenting to, or acquiescing in reorganization, arrangement, adjustment, composition, liquidation, dissolution, or similar relief; (ii) one hundred twenty (120) days after the filing of an involuntary petition in bankruptcy or other insolvency protection against FRONTIER or Frontier Corporation which is not dismissed within such one hundred twenty (120) days, or (iii) upon any default by Frontier Corporation under the Guaranty, which default is not cured within the relevant cure period, if any, provided with respect thereto under the Guaranty. Except as otherwise provided in this Section 18.1, upon any default by FRONTIER, after written notice thereof from QWEST, QWEST may (i) take such action as it determines, in its sole discretion, to be necessary to correct the default and, subject to Section 13.1, recover from FRONTIER its reasonable costs incurred in correcting such default, and (ii) pursue any legal remedies it may have under applicable law or principles of equity relating to such default, including specific performance. Notwithstanding any other provision of this Agreement, QWEST acknowledges and agrees that QWEST shall have no right to terminate the IRU or any of the rights and interests of FRONTIER hereunder with respect to any Segment for which the IRU Fee relating thereto has been fully paid. (a) With respect to its assets; obligation to complete the construction, installation, and satisfactory Fiber Acceptance Testing of the FRONTIER Fibers comprising a particular Segment by the Estimated Delivery Date with respect to such Segment pursuant to Section 3.2, the parties acknowledge and agree that it is in their mutual best interest to work together in a cooperative effort to determine whether and to what extent any event or occurrence that is reasonably likely to cause a delay in the delivery of a Segment hereunder, as a result of any force majeure event or other occurrence described in Article XX or otherwise, can be terminated, resolved or avoided, and to cause the construction, installation and delivery of the Segment to be completed in the most expeditious and practical manner feasible under the circumstances. Accordingly, within three (C3) Seller months following its discovery of an event or occurrence that QWEST reasonably believes is likely to cause (i) an extension of the Estimated Delivery Date of one hundred twenty (120) days or more pursuant to Article XX or (ii) a Delivery Default (as defined pursuant to Section 18.2(d) below), QWEST shall become insolvent give written notice to FRONTIER of such event or occurrence. Thereupon, each of QWEST and FRONTIER (i) will designate a senior executive officer with decision-making authority and familiarity with this Agreement and the relevant issue hereunder, and (ii) may designate one technical representative and one financial representative, to participate in that its debts are greater than the fair value following resolution efforts. Each of its assetssuch designees shall participate in such meetings, promptly scheduled at mutually agreed upon times and places, as may be necessary or appropriate to discuss in good faith the status of construction of the affected Segment, the reason or reasons for the anticipated Estimated Delivery Date extension or Delivery Default, various possible and practical means by which the event(s) or occurrence(s) causing such anticipated Estimated Delivery Date extension or Delivery Default might be terminated, avoided or resolved, including, without limitation, possible modifications to the route, selection of right-of-way, or Seller is generally not paying its debts as they become due manner of construction of the affected Segment, and (iii) use their best efforts to settle upon and implement a procedure by which such event(s) or is left with unreasonably small capital; (Doccurrence(s) Any involuntary lienmay be terminated, garnishmentavoided or resolved and the construction, attachment installation and delivery of the affected Segment completed in an expeditious and economically practical and feasible manner under the circumstances. The parties acknowledge and agree that, because the QWEST System includes or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenantwill include other participants, agreementincluding owners and holders of Dark Fiber IRUs and telecommunication system operations, warrantysuch meetings may, or representation set forth hereinand likely will, involve designees and representatives of such other participants, and the same is not cured resolution of any matters so acted upon will require the cooperative efforts of, and have to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; providedbe structured, to the extent feasible, in an effort to meet the needs of all such participants. The parties hereto further acknowledge and agree that if such breach is incapable no failure of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance withthe parties hereto to resolve, or otherwise is to agree upon a manner in default underwhich they might resolve, any term issue addressed hereunder shall impair, adversely affect or invalidate any of any documenttheir respective rights, instrument claims or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer remedies under this Agreement. (b) If, notwithstanding the efforts of the parties pursuant to Section 18.2(a): (i) (A) a force majeure event or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or occurrence described in Article XX causing an anticipated Estimated Delivery Date extension has not been terminated, including avoided or resolved by operation the date that is twelve (12) months following QWEST's discovery of law; (H) A default such event or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreement.occurrence, and

Default. The occurrence of any one or more Any of the following occurrences or acts will constitute an event of default (herein “Default”) under this Mortgage: (a) failure of Mortgagor to make any payment of principal and/or interest within 10 days after the date when due under the Note; (b) failure by Mortgagor to pay any other monetary amounts due under this Mortgage or any other loan document within 30 days after the date on which such payment is due and payable; (c) failure of Mortgagor to fully comply with, observe or perform any of the covenants or provisions of the Note, this Mortgage or any other loan document or any other Transaction Document (as defined in the Note) and such failure shall continue unremedied for 15 days after written notice thereof to Mortgagor specifying the default; (d) the incorrectness or breach of any representation or warranty made by Mortgagor in the Note, this Mortgage or any other loan document as of the date of this Mortgage and/or while any of the indebtedness is unpaid; (e) the filing by Mortgagor of a petition in bankruptcy or for relief under any law relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangement or extension, or the institution of any proceeding under any such law by Mortgagor, or the filing or institution of any such petition or proceeding by or against Mortgagor which is not dismissed within 45 days thereafter; (f) Mortgagor shall make, enter into or consent to an assignment for the benefit of creditors; (g) if any governmental authority, or any court at the instance thereof, shall take possession of any substantial part of the property of, or assume control over, the affairs or operations of, or a receiver or trustee shall be appointed over all or any substantial part of, or a writ or order of attachment or garnishment shall be issued or made against any of the property of Mortgagor and any such action is not dismissed or discharged within 30 days of its commencement; (h) Mortgagor admits in writing the inability to pay its debts when due; (i) if it shall be illegal for Mortgagor to pay any tax referred to in Section 1 hereof or Section 7 hereof or if the payment of such tax by Mortgagor would result in the violation of applicable usury laws; (j) failure by Mortgagor to comply with Sections 6 or 14 of this Mortgage; (k) final judgment for the payment of money shall be rendered against Mortgagor and the same shall remain undischarged for a period of 30 days during which execution shall not be effectively stayed; (l) if there should occur any change in the use of the Mortgaged Property without Mortgagee’s prior written consent; (m) if there should occur a default which is not cured within the applicable grace period, if any, under any other mortgage, deed of trust or lien of all or part of the Mortgaged Property regardless of whether any such other mortgage, deed of trust or lien is prior or subordinate to this Mortgage; it being further agreed by Mortgagor that an Event of Default hereunder shall constitute an Event of Default hereunder. (A) Seller fails to pay any amount owed to Buyer as and when due; (B) There shall be commenced by or against Seller any voluntary or involuntary case under the United States Bankruptcy Code, or any assignment for the benefit of creditors, or appointment of a receiver or custodian for any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed such other mortgage or deed of trust held by any guarantor of the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with BuyerMortgagee; or (In) Any creditor that has entered into there shall occur any event which constitutes an “event of default” under any instrument, agreement or evidence of indebtedness relating to any obligation of Mortgagor in respect of indebtedness for borrowed money the effect of which is to permit the holder or holders of such instrument, agreement or evidence of indebtedness, or a subordination agreement with Buyer shall breach any trustee, agent or other representative on behalf of such holder or holders, to cause the terms of or not comply with such subordination agreementindebtedness for borrowed money evidenced thereby to become due and payable prior to its stated maturity.

Default. The occurrence of If any one or more of the following events ("Events of Default") shall constitute an Event of Default hereunder.occur: (Aa) Seller fails Any representation or warranty made by the Borrower herein or in any other Loan Document, or in any certificate or report furnished by the Borrower hereunder or thereunder, shall prove to have been incorrect in any material respect when made; (b) Payment of any principal or interest due under any Note shall not be made on or before the date due; (c) A final judgment or settlement for in excess of $2,000,000 shall be rendered against or agreed to by the Borrower or any of its Subsidiaries for the payment of money that, after deducting the amount of any insurance proceeds paid or payable to or on behalf of the Borrower or its Subsidiary in connection with such judgment or settlement, as the case may be, is in excess of $2,000,000, and such judgment shall remain undischarged for a period of thirty (30) days, during which period execution shall not effectively be stayed, or such settlement shall remain unpaid for a period of thirty days after the agreed payment date unless such delay has been agreed to by the other party. If a dispute exists with respect to the liability of any insurance underwriter under any insurance policy of the Borrower or its Subsidiary, no deduction under this subsection shall be made for the insurance proceeds that are the subject of such dispute; (d) The Borrower or any Subsidiary shall (1) voluntarily terminate operations or apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of such Person or of all or a substantial part of the assets of such Person, (2) admit in writing its inability, or be generally unable, to pay any amount owed to Buyer its debts as and when the debts become due; , (B3) There shall be commenced by or against Seller any voluntary or involuntary case under the United States Bankruptcy Code, or any make a general assignment for the benefit of its creditors, (4) commence a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect), (5) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, (6) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Federal Bankruptcy Code or applicable state bankruptcy laws or (7) take any corporate action for the purpose of effecting any of the foregoing; (e) Without its application, approval or consent, a proceeding shall be commenced, in any court of competent jurisdiction, seeking in respect of the Borrower or any Subsidiary: the liquidation, reorganization, dissolution, winding-up, or composition or readjustment of debt, the appointment of a receiver or custodian for any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assetstrustee, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lienreceiver, garnishment, attachment liquidator or the like is issued against of such Person or attaches to the Purchased Receivables of all or any Collateral; (E) Seller shall breach any covenant, agreement, warrantysubstantial part of the assets of such Person, or representation set forth hereinother like relief in respect of such Person under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts; and, if the proceeding is being contested in good faith by such Person, the same shall continue undismissed, or unstayed and in effect for any period of 45 (f) Any foreclosure or other proceedings shall be commenced to enforce, execute or realize upon any lien, encumbrance, attachment, trustee process, mortgage or security interest for payment of an amount in excess of $250,000 against the Borrower or any Subsidiary; (g) Default shall be made in the due observance or performance of any covenant or agreement under Article VII; (h) Default shall be made in the due observance or performance of any covenant or agreement contained herein (and not constituting an Event of Default under any other clause in this Article VIII) or in any other Loan Document or in any other agreement between any Lender and the same is Borrower evidencing or securing borrowed monies and such default shall continue and shall not cured to Buyer's satisfaction have been remedied within ten (10) thirty days after Buyer has given Seller oral or written notice thereof; provided, that if the date on which such breach is incapable of being cured it default occurred; (i) There shall constitute an immediate occur any default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, under any term of any document, instrument or agreement evidencing a debt, obligation or liability any indebtedness for money borrowed in excess of any kind or character of Seller, now or hereafter existing, in favor of Buyer $100,000 by the Borrower or any division of its Subsidiaries; (j) The transfer by John ▇. ▇▇▇▇▇▇▇▇ ▇▇▇/or his Affiliates of securities of the Borrower or affiliate the voting power related to such securities as a result of Silicon Valley Bankwhich the power to elect, regardless appoint or cause the election or appointment of whether at least a majority of the members of the board of directors of the Borrower shall no longer be held by John ▇. ▇▇▇▇▇▇▇▇ ▇▇▇/or his Affiliates; (k) There shall occur any material adverse change in the financial condition of the Borrower; (l) There shall occur any Event of Default under either of the Existing Loan Agreements; then, and in any such debtevent and at any time thereafter, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions if such Event of such debts, obligations and liabilities, Default or any part thereof; other Event of Default shall have not been waived, any or all of the following actions may be taken: (Gi) An event the Agent (A) with the consent of default the Required Lenders, may, and at the direction of the Required Lenders shall, declare any obligation of the Lenders to make further Advances terminated, whereupon the obligation of each Lender to make further Advances hereunder shall occur under terminate immediately, and (B) the Agent shall at the direction of the Required Lenders, at their option, declare by notice to the Borrower any guaranty executed by any guarantor or all of the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminatedimmediately due and payable, and the same, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller all interest accrued thereon and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any all other obligations of the terms of or not comply with such subordination agreement.Borrower to the Agent and the Lenders, shall forthwith become immediately due and

Default. The occurrence Debtor shall be in default under this Agreement upon the happening of any one or more of the following shall constitute an Event of Default hereunder.events or conditions: (Aa) Seller fails Debtor defaults in the payment of principal or interest on the Promissory Note when and as the same shall become due and payable whether by acceleration thereof or otherwise; (b) Debtor defaults in the performance or observance of any of the covenants and agreements contained in the Promissory Note (other than those relating to pay any amount owed payment) and same shall remain unremedied for a period ending on the first to Buyer as occur of five (5) business days after Debtor shall receive written notice of such default from Secured Party, unless such cure cannot reasonably be completed within said period, then if a remedy is not commenced within said time period and when due; diligently and continuously prosecuted to completion within thirty (B60) There shall be commenced by or against Seller any voluntary or involuntary case under days following the United States Bankruptcy Code, or any default; (c) Debtor makes an assignment for the benefit of creditorscreditors or admits in writing its inability to pay its debts generally as they become due; or Debtor files any petition for relief under the federal Bankruptcy Code; or any order, judgment or decree is entered adjudicating Debtor bankrupt or insolvent; (d) Debtor petitions or applies to any tribunal for the appointment of a trustee, receiver or custodian for any liquidator of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assetsDebtor, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or of any substantial part of the like is issued against or attaches to the Purchased Receivables assets of or any Collateral; (E) Seller shall breach proceedings for the voluntary liquidation and dissolution of Debtor under any covenantbankruptcy, agreementreorganization, warrantycompromise, arrangement, insolvency, readjustment of debt, dissolution or representation set forth herein, and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term liquidation law of any documentjurisdiction, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, whether now or hereafter existing, in favor of Buyer effect; (e) any such petition or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability application is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilitiesfiled, or any part thereof; (G) An event of default shall occur under any guaranty executed such proceedings are commenced, against Debtor and Debtor by any guarantor of the Obligations of Seller to Buyer under this Agreementact indicates its approval thereof, consent thereto or acquiescence therein, or any material provision of order, judgment or decree is entered appointing any such guaranty shall for any reason cease to be valid trustee, receiver or enforceable liquidator, or approving the petition in any such guaranty shall be repudiated proceedings and such order, judgment or terminateddecree remains unstayed and in effect for more than thirty (30) days; or (f) any order, including by operation judgment or decree is entered in any proceeding against Debtor decreeing the dissolution of law; Debtor and such order, judgment or decree remains unstayed and in effect for more than thirty (H30) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementdays.

Default. The occurrence (a) Participant has specifically induced FINRA to enter into this Agreement based on the representations and undertakings of any Participant contained herein. Strict compliance with the provisions of this Agreement is and shall be a condition precedent to Participant’s right hereunder to continue to access, receive or use the Service. Participant expressly acknowledges and agrees that FINRA shall have the rights set forth in this Section 10 if FINRA shall determine, in its sole discretion, that one or more of the following shall constitute an Event of Default hereunder.events or conditions occurs or is continuing: (Ai) Seller Participant fails to pay any amount owed amounts due FINRA under this Agreement within thirty (30) days after the applicable due date for such amounts specified in this Agreement; (ii) Any representation, warranty or certification, which is material to Buyer FINRA for regulatory, commercial or other reasons, made by Participant in this Agreement or in any other document furnished by Participant in connection herewith was false or misleading, as and when due; of the time made or furnished; (Biii) There shall be commenced by or against Seller any voluntary or involuntary case under Participant defaults in the United States Bankruptcy Code, or any assignment for the benefit performance of creditors, or appointment of a receiver or custodian for any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, obligations or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer covenants under this Agreement, or any material provision representation, warranty or certification described in clause (ii) above becomes false or misleading, and such default, falsity or misstatement (if curable) continues without remedy for a period of fifteen (15) days after FINRA provides notice to Participant thereof, provided, however, that if such default, falsity or misstatement cannot be remedied by Participant in good faith and with due diligence within fifteen (15) days and the failure to so remedy within fifteen (15) days does not cause FINRA to be in violation of applicable law or regulations or to otherwise materially injure FINRA, then an event or condition of default under this clause will not be considered to exist or have occurred for so long as Participant commences such actions as are necessary to remedy such default, falsity or misstatement within such fifteen (15) day period and thereafter diligently pursues such actions to remedy such default, falsity or misstatement; (iv) Participant proceeds with a proposed action in default of its obligations or covenants under this Agreement, or in breach of any representation, warranty or certification, that is material to FINRA for regulatory, commercial or other reasons, made by Participant in connection herewith, after FINRA has provided notice to Participant that such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A proposed action would constitute a default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreement.hereunder;

Default. The occurrence A party shall be deemed to be in default of this Agreement only upon the expiration of thirty (30) days (ten (10) days in the event of failure to pay money) from receipt of written notice from the other party specifying the particulars in which such party has failed to perform the obligations of this Agreement unless such party, prior to the expiration of said thirty (30) days (ten (10) days in the event of failure to pay money), has rectified the particulars specified in said notice of default. However, such party shall not be deemed to be in default if such failure (except a failure to pay money) cannot be rectified within said thirty (30) day period and such party is using good faith and its best efforts to rectify the particulars specified in the notice of default. Except where otherwise specifically stated herein to the contrary, in the event of a default by Licensor in the performance of any one or more of the following shall constitute an Event terms, covenants, conditions and agreements contained herein as to any Store or Stores, Licensee may terminate this Agreement as to any such Store or Stores, or as to all Stores, upon ten (10) days prior written notice to Licensor without prejudice to any other rights or remedies provided by law. In the event of Default hereunder. any such termination, the Deposit (Aor balance thereof) Seller fails to pay any amount owed to Buyer as and when due; (B) There shall be commenced returned by or against Seller any voluntary or involuntary case under the United States Bankruptcy Code, or any assignment for the benefit of creditors, or appointment of a receiver or custodian for any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches Licensor to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction Licensee within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if the date of such breach is incapable of being cured it shall constitute an immediate default termination without deduction for any amounts due and payable by Licensee to Licensor hereunder; (F) Seller is not in compliance with, or . Except where otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existingspecifically stated herein to the contrary, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An the event of a default shall occur under any guaranty executed by any guarantor Licensee in the performance of the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms terms, covenants, conditions and agreements contained herein as to any Store or Stores, Licensor may terminate this Agreement as to any such Store or Stores, or as to all Stores, upon ten (10) days prior written notice to Licensee, re-enter the Licensed Premises, either with or without process or law, expel and remove from the Licensed Premises all of Licensee's personal property (including, without limitation, the Machines), and repossess and enjoy the Licensed Premises without prejudice to any other rights or not comply with such subordination agreementremedies provided by law.

Default. The (a) Notwithstanding anything to the contrary contained in this Agreement, the occurrence of any one or more of the following events shall constitute an Event of Default hereunder.a default under, and a breach of, this Agreement (a “Default”): (Ai) Seller fails any failure to pay make a Quarterly Payment, a 4Q Payment, a Cash True-Up Payment or Accrued Amount when due and payable (except any such amount owed subject to Buyer as and when due; a Financial Covenant Deferral or a Default Deferral); (Bii) There shall be commenced any material breach of this Agreement that is not curable or, if curable, is not cured within thirty (30) days of written notice thereof; (iii) the failure by Transportation Systems or against Seller any voluntary or involuntary case under the United States Bankruptcy Code, or any assignment for the benefit of creditors, or appointment of a receiver or custodian for any of its assetsRestricted Subsidiaries to make any payment when due (after giving effect to any applicable grace period) under any Material Indebtedness; or (Civ) Seller shall become insolvent any default in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term performance of any document, instrument agreement or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, condition contained in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Principal Credit Agreement, or any material provision other event or condition, the effect of which default or other event or condition is to cause, or to permit the creditors under the Principal Credit Agreement to cause, the indebtedness under the Principal Credit Agreement to become due prior to its stated maturity or to be required to be repurchased, prepaid, redeemed or deferred prior to its stated maturity; provided, that, (A) in the case of clause (iv) above, any such Default shall be deemed to have occurred only if (x) sixty (60) calendar days have passed since the first date on which a Default would otherwise have been deemed to occur thereunder (such date, the “Default Date”) and (y) thirty (30) calendar days have passed since Payee provides written notice (a “Payment Default Notice”) of such default to the Senior Agent (and each Financial Representative for any other Senior Indebtedness having commitments or an outstanding principal amount of at least $25,000,000, as converted into Euros in accordance with Section 2.6(d)), which such Payment Default Notice may be delivered on or after the Default Date, and during such sixty (60) calendar day and thirty (30) calendar day periods, the relevant creditors under the Principal Credit Agreement have not waived such default and (B) in the case of clauses (i), (ii) and (iii) above, any such Default shall be deemed to have occurred only if thirty (30) days have passed since Payee provides a Payment Default Notice to the Senior Agent (and each Financial Representative for any other Senior Indebtedness having commitments or outstanding principal amount of at least $25,000,000, as converted into Euros in accordance with Section 2.6(d)) and during such thirty (30) calendar day period, Payee has not waived such default. (b) Promptly, and in any event within five (5) Business Days, upon obtaining knowledge of any Default, Payor shall deliver notice of such guaranty shall for any reason cease Default to be valid Payee in accordance with Section 4.9, specifying the nature of such Default and what actions Payor has taken, is taking or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement proposes to take with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementrespect thereto.

Default. The occurrence of any one or more of the following shall constitute an "Event of Default hereunder. (A) Seller fails Default" under the terms of this Lease: If the Tenant shall fail to pay any amount owed to Buyer as and timely pay, when due, any rent or other sums due under this Lease, and any such rent or other sums shall remain unpaid for five (5) days after the same becomes due; (B) There If the Tenant shall be commenced fail to observe or perform any of the covenants, terms or conditions of this Lease; The existence of any collusion, fraud, dishonesty or bad faith by or against Seller with the acquiescence of the Tenant, which in any voluntary way relates to or involuntary case under affects this Lease or the United States Bankruptcy CodePremises; If at any time any material representation, statement, report or certificate made now or hereafter by the Tenant is not true and correct, or if at any assignment for the benefit of creditors, or appointment of a receiver or custodian for time any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, statement or representation set forth hereinmade by the Tenant is not true and correct, and the same such representation, statement, report or certificate is not cured to Buyer's satisfaction corrected within ten (10) days after Buyer has given Seller oral or written notice thereof; providedIf all or a substantial part of the assets of the Tenant are attached, that seized, subjected to a writ or distress warrant, or are levied upon, unless such attachment, seizure, writ, warrant or levy is vacated within thirty (30) days; If the Tenant is enjoined, restrained or in any way prevented by court order from performing any of its obligations hereunder or conducting all or a substantial part of its business affairs; or if a proceeding seeking such breach relief is incapable not dismissed within thirty (30) days of being cured it shall constitute an immediate default hereunderfiled or commenced; (F) Seller If a notice of lien, levy or assessment is not in compliance withfiled of record with respect to all or any part of the property of the Tenant by the United States, or otherwise is any other governmental authority, unless contestable and actually and diligently contested in default underaccordance herewith; If the Tenant shall file a voluntary petition for bankruptcy or for arrangement, reorganization or other relief under any term chapter of the Federal Bankruptcy Code or any documentsimilar law, instrument state or agreement evidencing a debt, obligation or liability of any kind or character of Sellerfederal, now or hereafter existing, in favor of Buyer effect; If the Tenant shall file an answer or other pleading or any division or affiliate of Silicon Valley Bankproceeding admitting insolvency, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and severalbankruptcy, or fixed inability to pay its debts as they mature; If, within thirty (30) days after the filing against it of any involuntary proceedings under the Federal Bankruptcy Code or contingentsimilar law, together with state or federal, now or hereafter in effect, the Tenant shall fail to have such proceeding vacated; If the Tenant shall fail to vacate, within thirty (30) days following the entry thereof, any and order appointing a receiver, trustee or liquidator for it or all renewals and extensions or a major part of such debtsits property, obligations and liabilitieseither on or off the Premises; If the Tenant shall be adjudicated as bankrupt; If the Tenant shall make an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due or shall consent to the appointment of a receiver or trustee or liquidator of all or the major part of its property, or any part thereofthe Premises; (G) An event of default If the Tenant shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreementdie, or any material provision of any such guaranty shall for any reason cease be judicially declared to be valid incompetent if a natural person, or enforceable if such Tenant is a firm, partnership, or any such guaranty corporation, be dissolved, terminated or merged, except as the same shall be repudiated constitute an Assignment pursuant to Section 13 hereof to which the Landlord gives consent; If the Tenant shall sell, convey, transfer or terminatedassign all or a major portion of its inventory, including by operation of lawfixtures or other personal property, either on or off the Premises, without replacing same with comparable equivalents within thirty (30) days; (H) A default If the Tenant shall sell, convey, transfer or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach assign any of the terms Tenant's rights, title, or interest in the Premises or this Lease, unless with the consent of or not comply Landlord in accordance with such subordination agreementSection 13 hereof; If the Tenant abandons the Premises before the end of the Term; If the Tenant shall, at any time during the Term of this Lease, fail to carry in full force and effect any of the insurance coverage required by Paragraph 20 of this Lease.

Default. The occurrence of any one or more of the following events shall constitute an a default by Lessee hereunder (“Event of Default hereunder.Default”): (Aa) Seller fails Lessee shall fail to pay when due any amount owed Rent and such failure continues unremedied for a period of ten (10) days; (b) Except for defaults covered by Paragraph (a) above, Lessee shall fail to Buyer as perform or observe any covenant, condition or agreement to be performed or observed by it hereunder and when due; such failure continues unremedied for fifteen (B15) There days after written notice thereof to Lessee by Lessor; (c) Lessee shall be commenced by have made any representation or against Seller any voluntary or involuntary case under the United States Bankruptcy Codewarranty herein, or in any document or certificate executed by Lessee incident herein, which is found to have been false in any material respect at the time such representation or warranty was made; (d) Lessee shall cease doing business as a going concern, makes an assignment for the benefit of creditorscreditor, or appointment of a receiver or custodian for any of admits in writing its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying inability to pay its debts as they become due due, files a voluntary petition in bankruptcy, is adjudicated a bankrupt or is left with unreasonably small capital; (D) Any involuntary lienan insolvent, garnishmentfiles a petition seeking for itself any reorganization, attachment arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law or regulation or files an answer admitting the like is issued material allegations of a petition filed against it in any such proceeding, consents to or attaches to acquiesces in the Purchased Receivables appointment of a trustee, receiver, or liquidator of it or of all or any Collateral; (E) Seller shall breach any covenant, agreement, warrantysubstantial part of its assets or properties, or representation set forth herein, and the same is not cured to Buyer's satisfaction within ten if it or its shareholders shall take any action toward its dissolution or liquidation; (10e) Within sixty (60) days after Buyer has given Seller oral the commencement of any proceedings against Lessee seeking reorganization, arrangement, readjustment, liquidation, dissolution or written notice thereof; providedsimilar relief under any present or future statute, that law or regulation, such proceedings shall not have been dismissed or set aside, or if within sixty (60) days after the appointment without Lessee’s consent or acquiescence of any trustee, receiver or liquidator of it or of all or any substantial part of its assets and properties, such breach is incapable of being cured it appointment shall constitute an immediate default not be vacated; (f) Lessee shall attempt to remove, sell, transfer, encumber, part with possession or sublet the Equipment or any Unit, except as expressly permitted hereunder; or (Fg) Seller is not in compliance Lessee ceases doing business as a going concern or merges with, or otherwise a substantial portion of Lessee's assets are acquired by any other entity whose financial condition is in default underless than that of Lessee, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and severalas determined by Lessor, or fixed or contingentwhich entity, together with any and all renewals and extensions of such debtsif acceptable to Lessor, fails to fully assume Lessee’s obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller in a form acceptable to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementLessor.

Default. The occurrence Should MSGSA determine that Participant is in violation of any of the terms of this Agreement, or that a violation is threatened, MSGSA shall give written notice to Participant of such violation and demand corrective action sufficient to cure the violation and, where the violation involves injury to the Property resulting from any use or activity inconsistent with the purpose of this Agreement, to restore the portion of the Property so injured. If Participant fails to cure the violation within thirty (30) days after receipt of notice thereof from MSGSA, or under circumstances where the violation cannot reasonably be cured within a thirty (30) day period, fail to begin curing such violation within the thirty (30) day period, or fail to continue to diligently cure such violation until finally cured, MSGSA may take any one or more of the following shall constitute actions, at the discretion of MSGSA: 7.1.1 Bring an Event action at law or in equity of Default hereunder. (A) Seller fails court of competent jurisdiction to pay any amount owed to Buyer as and when due; (B) There shall be commenced by or against Seller any voluntary or involuntary case under enforce the United States Bankruptcy Code, or any assignment for the benefit terms of creditors, or appointment of a receiver or custodian for any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreement, to enjoin the violation by temporary or permanent injunction, to recover any material provision of any such guaranty shall damages to which it may be entitled for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any violation of the terms of this Agreement; 7.1.2 Withhold the Annual Incentive Payments, or not comply a portion thereof, for any Year in which the default has occurred; and/or 7.1.3 Terminate this Agreement. In the event that this Agreement is terminated with Year(s) remaining on the Term, a penalty equal to twenty-five percent (25%) of the remaining Incentive Payments for remaining Years on the Term (“Termination Penalty”) shall be assessed by MSGSA on Participant. MSGSA’s rights under this Section apply equally in the event of either actual or threatened violations of the terms of this Agreement, and Participant agrees that MSGSA’s remedies at law for any violation of the terms of this Agreement are inadequate and that MSGSA shall be entitled to the injunctive relief described in this Section, both prohibitive and mandatory, in addition to such subordination agreementother relief to which MSGSA may be entitled, including specific performance of the terms of this Agreement, without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies. MSGSA’s remedies described in this Section shall be cumulative and shall be in addition to all remedies now or hereafter existing at law or in equity.

Default. The occurrence of any one or more Each and every of the following shall will constitute an Event default of Default hereunder.this agreement and result in its automatic termination: (A) Seller fails a. Failure to pay any amount owed to Buyer as and rent when due, and the failure is not cured within five (5) days after written notice of such failure has been given to Lessee by the Board; or b. Failure to perform any other terms or conditions of this Lease which are the responsibility of Lessee, and if such failure is not cured within five (B5) There days after written notice by the Board. If the failure is caused by events beyond the Lessee’s reasonable control, the Lessee shall so inform the Board and shall use due diligence to cure the default as soon as feasible and shall not be considered in default; or c. Vacating or abandoning the Premises in excess of five (5) days without previously notifying the Board in writing; except that a temporary closing for remodeling or repairs, or for a holiday shall not be deemed vacation or abandonment; or d. Adjudgement as a bankrupt, or a decree or order, approving as properly filed, a petition or answer asking reorganization of the Lessee under Federal Bankruptcy Laws as now or hereafter amended, or under the laws of the State of Wisconsin, shall be commenced by entered, and any such decree, judgment or against Seller order shall not have been vacated, stayed or set aside within fifteen (15) days from the date of the entry or granting thereof; or e. Filing or admitting the jurisdiction of the court and the material allegations contained in, any voluntary or involuntary case under the United States Bankruptcy Codepetition in bankruptcy, or any assignment petition pursuant or purporting to be pursuant to the Federal Bankruptcy Laws as now or hereafter amended, or the Lessee shall institute any proceedings or shall give its consent to the institution of any proceedings for any relief of Lessee under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition of evidence; or f. Assignment for the benefit of creditors, creditors or application for or consent to the appointment of a receiver for Lessee; or g. An assignment, transfer, conveyance or custodian other disposition of its interest in the Premises without the express written consent of the Board; or h. Violation of Article 11, Environmental Pollutants. Additionally, after having obtained permission from a court of competent jurisdiction, the Board may re-enter the Leased Premises, remove all persons and property there from, and store such property in a public warehouse at the sole cost of the Lessee, without becoming liable for any loss or damage, except for loss of damage resulting from willful or negligent acts of the Board, its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, employees or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth hereinagents, and such re-entry will not release the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default Lessee from liability hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreement.

Default. The occurrence Should the Subcontractor at any time refuse or neglect to supply sufficient skilled workmen and equipment or materials of the proper quality, as required by the Contractor, or fail to make prompt payment for materials, labor or equipment furnished and supplied in and about the performance of the Subcontract Work, or fail, when required, agreeably to the terms hereof, to submit to the Contractor satisfactory evidence of the payment by the Subcontractor of all indebtedness incurred for material, labor and equipment included in any previous monthly statement rendered in conformity with the stipulations hereof, or fail to proceed with the work as directed or otherwise fail in the performance of any one or more of the following shall constitute an Event of Default hereunder. (A) Seller fails to pay any amount owed to Buyer as and when due; (B) There agreement herein contained, or in the event the Subcontractor shall be commenced by or against Seller any voluntary or involuntary case under the United States Bankruptcy Codeadjudged a bankrupt, or any make a general assignment for the benefit of creditors, or appointment a Receiver be appointed on the account of a receiver the insolvency of the Subcontractor, the Contractor shall be at liberty, without prejudice to any right after, forty eight (48) hours written notice to the Subcontractor either to provide any such labor, materials or custodian for equipment and deduct the cost thereof from any of its assets; (C) Seller shall become insolvent in that its debts are greater than payments then or thereafter due the fair value of its assetsSubcontractor, or Seller is generally to terminate the employment of the Subcontractor for the said Subcontract Work and to enter upon the premises and take possession, for the purpose of completing the Subcontract Work, of all materials, tools and appliances thereon and to employ any other person or persons to finish the Subcontract Work and to provide the materials therefore, and in case of such discontinuance of the employment of the Subcontractor, the Subcontractor shall not paying its debts as they become due or is left be entitled to receive any further payment under this Subcontract until the said work under the Principal Contract shall be wholly finished and accepted in accordance with unreasonably small capital; (D) Any involuntary lienthe Principal Contract, garnishmentat which time, attachment or if the like is issued against or attaches unpaid balance of the amount to be paid under the Subcontract shall exceed the expense incurred by the Contractor in finishing the Subcontract Work, such excess shall be paid by the Contractor to the Purchased Receivables Subcontractor, but if such expense shall exceed such unpaid balance, the Subcontractor shall pay the difference to the Contractor. Once the Contractor has given the said forty‐eight (48) hours notice, whether or not the Subcontractor corrects its failure or cures its default, it shall not be necessary for the Contractor to issue any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and subsequent written notices for the same is not cured or other failures or defaults in order to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of effectuate the Obligations of Seller to Buyer Contractor’s rights under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementArticle XII.

Default. The This Senior Note and all amounts due hereunder shall become immediately due and payable in cash at the election of the Senior Subordinated Majority upon the occurrence at any time of any one or more of the following shall constitute events of default (individually, an “Event of Default hereunder.Default” and collectively, “Events of Default”): (Aa) Seller fails to pay default in the payment when due of any amount owed to Buyer as and when due; (B) There shall be commenced by or against Seller any voluntary or involuntary case under portion of the United States Bankruptcy Code, Principal Amount or any assignment for Interest thereon; (b) the benefit liquidation, termination of creditorsexistence, dissolution or the appointment of a receiver or custodian for the Company or any part of its assets; property if such appointment is not terminated or dismissed within thirty (C30) Seller shall become insolvent in that its debts are greater than days; (c) the fair value institution against the Company or any endorser or guarantor of its assetsthis Senior Note of any proceedings under the United States Bankruptcy Code or any other federal or state bankruptcy, reorganization, receivership, insolvency or Seller other similar law affecting the rights of creditors generally, which proceeding is not dismissed within thirty (30) days of filing; (d) the institution by the Company or any endorser or guarantor of this Senior Note of any proceedings under the United States Bankruptcy Code or any other federal or state bankruptcy, reorganization, receivership, insolvency or other similar law affecting the rights of creditors generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to making by the Purchased Receivables Company or any Collateral; endorser or guarantor of this Senior Note of a composition or an assignment or trust mortgage for the benefit of creditors; (Ee) Seller shall the material breach of any covenant, agreement, warranty, or representation covenant set forth herein, and in the same is not cured to Buyer's satisfaction within Note Purchase Agreement or this Senior Note which breach remains uncured ten (10) days after Buyer has given Seller oral or written notice thereofthereof by any Noteholder to the Company; (f) the occurrence of an Event of Default under the Junior Notes; (g) the failure of any of the Company’s representations or warranties set forth in Article II of the Note Purchase Agreement to be true and correct (i) in all respects on the Initial Closing Date (as defined in the Note Purchase Agreement) or (ii) in all material respects on each Subsequent Closing Date (as defined in the Note Purchase Agreement); providedor (h) the occurrence of any event upon which, that if such breach is incapable whether with the giving of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance withnotice, the passage of time or otherwise, would allow the Holder or holders of any indebtedness of the Company or any of its subsidiaries to accelerate or otherwise is in default under, any term of any document, instrument demand repayment or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of repurchase prior to the Obligations of Seller to Buyer under this Agreement, or any material provision scheduled maturity thereof of any such guaranty shall for any reason cease to be valid indebtedness or enforceable or the acceleration of any such guaranty indebtedness. Upon the occurrence of an Event of Default, the Holder shall be repudiated have then, or terminatedat any time thereafter, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any all of the terms rights and remedies afforded by the Uniform Commercial Code as from time to time in effect in the State of Delaware or not comply with such subordination agreementafforded by other applicable law.

Default. The occurrence happening of any one or more of the following shall constitute an Event of Default default by the Debtor hereunder.: (Aa) Seller fails if the Debtor shall default in making any payment due to the Secured Party with respect to the Indebtedness; (b) if the Debtor shall be in default under or be in breach of any provision of this Agreement or of any other agreement between the Debtor and the Secured Party including any promissory note; (c) if the Debtor shall fail to pay any amount owed charges, rents, taxes, or rates on leasehold property, or other charges of a like nature, or if the Debtor fails to Buyer as observe and when due; perform any of the covenants, payments or conditions in any lease, license, concession, agreement, mortgage, agreement for sale, charge or encumbrance; (Bd) There if the Debtor makes default in the payment of the principal or interest forming part of the Indebtedness; (e) if an order shall be commenced by made or against Seller any voluntary or involuntary case under an effective resolution passed for the United States Bankruptcy Codewinding up of the Debtor, or any if a petition is filed for the winding-up of the Debtor; (f) if the Debtor shall make an assignment for the benefit of creditorscreditors or be declared bankrupt, or appointment if a custodian or receiver or receiver and manager or other officer with similar powers be appointed with respect to the Debtor or any of the Debtor's property or if the Debtor voluntarily files a petition in bankruptcy, or commits any act of bankruptcy or proposes to take the benefit of any provision of the Companies Creditors Arrangement Act as now or hereafter in force or makes any arrangement with its creditors pursuant to the terms of the Business Corporations Act of Alberta or the Canada Business Corporations Act as now or hereafter in force; (g) if the Debtor ceases or demonstrates an intention to cease carrying on business; (h) if the Debtor passes or purports to pass any resolution or takes or purports to take any corporate proceedings to enable it to take proceedings for its dissolution, liquidation or amalgamation; (i) if the Debtor shall lose its charter by expiration, forfeiture or otherwise or if a receiver or custodian a receiver-manager for all or any part of the Debtor's assets or any other party with like powers shall be appointed; (j) except for sales of Inventory in the ordinary course of business, if any assets of the Debtor are either directly or indirectly (including, without limitation, by way of transfer or sale of shares) sold, transferred, removed, alienated or disposed of in any manner whatsoever by the Debtor without the written consent of the Secured Party, not to be unreasonably withheld, or if the Secured Party, in its sole discretion, deems the Debtor's assets or any part thereof are in danger of being sold, transferred, assigned, conveyed, removed, alienated or disposed of; (k) if the Secured Party, acting commercially reasonably, deems itself insecure or decides that the Collateral is or is likely to be in jeopardy or the Secured Party has commercially reasonable grounds to believe that the prospect of payment or performance of the obligations of the Debtor is or is likely to be impaired; (l) if the Security Interest granted to the Secured Party hereunder shall cease to be in full force and effect or the validity thereof or of any of its assets; the obligations of the Debtor hereunder shall be disaffirmed by or on behalf of the Debtor; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (Dm) Any involuntary lien, garnishment, attachment of the representations and warranties in this agreement were incorrect in any material respect when made or deemed to have been made; (n) Any encumbrancer takes possession or purports to or attempts to take possession of the like is issued against or attaches to the Purchased Receivables Collateral or any Collateral; part thereof without the prior written consent of the Secured Party had and received; (Eo) Seller shall breach any covenant, agreement, warranty, Any execution or representation set forth herein, and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term other process of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer court becomes enforceable against the Debtor or any division distress or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability analogous process is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, levied upon the Collateral or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreement.

Default. 17.1 The occurrence Tenant covenants with the Landlord that if the Tenant violates or neglects any covenant, agreement or stipulation herein contained on its part to be kept, performed or observed and any such default on the part of the Tenant continues for 15 days after written notice thereof to the Tenant by the Landlord (provided that if such default cannot reasonably be remedied within 15 days, then the Tenant shall not be in default if the Tenant commences to remedy the default within such 15-day period and proceeds with all reasonable diligence), or if any payments of Rent or any part thereof, whether the same are demanded or not, are not paid within five days after written demand by the Landlord, then and in any such case the Landlord in addition to any other remedy now or hereafter provided by law may at its option cancel and annul this Lease forthwith and re-enter and may remove all persons and property and may use such force and assistance in making such removal as the Landlord may deem advisable to recover at once full and exclusive possession of the Premises and such re-entry will not operate as a waiver or satisfaction in whole or in part of any one right, claim or more demand arising out of or connected with any breach or violations by the Tenant of any covenant or agreement on its part to be performed. 17.2 If the Term or any renewal thereof or any of the following shall constitute an Event goods or chattels of Default hereunder. (A) Seller fails to pay the Tenant are at any amount owed to Buyer as and when due; (B) There shall be commenced time seized or taken in execution or attachment by any creditor of the Tenant or against Seller any voluntary or involuntary case under if the United States Bankruptcy Code, or Landlord makes any assignment for the benefit of creditorscreditors or becomes bankrupt or insolvent or takes the benefit of any bankruptcy or insolvency legislation, or appointment of a receiver or custodian the then current month’s Rent together with the Rent accruing for any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they next three months will immediately become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth hereinand payable, and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer Term or any division renewal thereof will at the option of the Landlord become forfeit and void, and it is lawful for the Landlord at any time thereafter to re-enter into or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, upon the Premises or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor thereof in the name of the Obligations whole and the same to have again, repossess and enjoy as of Seller its former estate, notwithstanding anything herein contained to Buyer under the contrary and neither this Agreement, Lease nor any interests therein nor any estate hereby created will pass or enure to the benefit of any trustee in bankruptcy or any material provision receiver or assignee for the benefit of any such guaranty shall for any reason cease to be valid creditors or enforceable or any such guaranty shall be repudiated or terminated, including otherwise by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreement.

Default. AND In the event that: BANKRUPTCY (fill in) (a) The occurrence LESSEE shall default in the payment of any one installment of rent or more other sum herein specified and such default shall continue for ten (10) days after written notice thereof; or (b) The LESSEE shall default in the observance or performance of any other of the following LESSEE'S covenants, agreements, or obligations hereunder and such default shall constitute an Event of Default hereunder.not be corrected within thirty (30) days after written notice thereof; or (Ac) Seller fails to pay any amount owed to Buyer as and when due; (B) There The LESSEE shall be commenced by declared bankrupt or against Seller any voluntary or involuntary case under the United States Bankruptcy Codeinsolvent according to law, or or, if any assignment shall be made of LESSEE'S property for the benefit of creditors, or appointment then the LESSOR shall have the right thereafter, while such default continues, to re-enter and take complete possession of a receiver or custodian for any the leased premises, to declare the term of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth hereinthis lease ended, and remove the same is not cured LESSEE'S effects, without prejudice to Buyer's satisfaction within ten (10) days any remedies which might be otherwise used for arrears of rent or other default. The LESSEE shall indemnify the LESSOR against all loss of rent and other payments which the LESSOR may incur by reason of such termination during the residue of the term. If the LESSEE shall default, after Buyer has given Seller oral or written reasonable notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, the observance or otherwise is in default under, any term performance of any document, instrument conditions or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any covenants on LESSEE'S part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid observed or enforceable performed under or any such guaranty shall be repudiated or terminated, including by operation virtue of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms provisions in any article of this lease, the LESSOR, without being under any obligation to do so and without thereby waiving such default, may remedy such default for the account and at the expense of the LESSEE. If the LESSOR makes any expenditures or incurs any obligations for the payment of money in connection therewith, including but not comply limited to, reasonable attorney's fees in instituting, prosecuting or defending any action or proceeding, such sums paid or obligations insured, with such subordination agreementinterest at the rate of six (6) percent per annum and costs, shall be paid to the LESSOR by the LESSEE as additional rent.

Default. The occurrence of any one or more of the following shall constitute an Event of Default hereunder. (Aa) Seller If Licensee fails to pay when due any amount owed amounts (including, without limitation, any installment of any Annual License Fee or Deposit) to Buyer be paid by Licensee pursuant to the Agreement or otherwise breaches or defaults in the performance or observation of any of its obligations under the Agreement or any other agreement between Club and Licensee, or becomes subject to any Insolvency Event, Club may, at its option, (i) terminate Licensee’s rights under the Agreement (x) immediately upon written notice to Licensee, if the failure or default is not capable of being cured, or (y) 5 days after giving notice to Licensee, if such failure or default is capable of being cured and Licensee fails to cure such failure or default within such 5-day period; and/or (ii) withhold distribution of tickets and passes to Licensee for events (or, if tickets and passes for events have already been distributed to Licensee, deny Licensee and Licensee’s guests access to the Suite, the Stadium and parking lots) and sell those tickets and passes to other persons or entities (without refund or obligation to Licensee) until such breach or default is cured, at which time Licensee’s right to purchase or receive such tickets and passes shall be restored to the extent such tickets and passes have not otherwise been sold. “Insolvency Event” means any of the following: (1) Licensee commences a voluntary case concerning itself under any bankruptcy, insolvency or liquidation code or otherwise admits its inability to pay its debts as and when due; , (B2) There shall be commenced by or against Seller any voluntary or an involuntary case under is commenced against Licensee and the United States Bankruptcy Codepetition is not controverted within 10 business days, or any is not dismissed within 60 days, after commencement of the case, (3) a custodian is appointed for, or takes charge of, all or substantially all of the property of Licensee, (4) Licensee is adjudicated insolvent or bankrupt, or (5) Licensee makes a general assignment for the benefit of its creditors, or appointment of a receiver or custodian for any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreement.

Default. The occurrence of any one or more of It is expressly understood and agreed that if the following shall constitute an Event of Default hereunder. (A) Seller fails to pay any amount owed to Buyer as and when due; (B) There shall be commenced by or against Seller any voluntary or involuntary case under the United States Bankruptcy Coderents above, or any assignment for the benefit of creditorspart thereof, shall be in arrears, or appointment of a receiver or custodian for if default shall be made in any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value covenants of its assetsagreements herein contained to be kept by Tenant, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lienLandlord may, garnishmentat Landlord’s election, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within give Tenant ten (10) days after Buyer has given Seller oral or written notice thereofof Landlord’s intent to terminate said Lease; providedprovided however, that if during said ten (10) day period, Tenant may correct defaults as set forth in said notice and avoid forfeiture thereof. Upon termination of this Lease pursuant to the preceding paragraph, Tenant shall peacefully surrender the premises to Landlord, and Landlord may upon such breach is incapable of being cured termination or at any time after such termination, without further notice, rent the Premises. If Tenant fails to peacefully surrender the Premises, the Landlord may repossess it shall constitute an immediate default hereunder; (F) Seller is not in compliance withby force, summary proceedings, ejectment, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any may dispossess Tenant and remove Tenant and all renewals other persons and extensions of property from the Premises. At any time after such debtstermination, obligations and liabilities, Landlord may relet the Premises or any part thereof; thereof in the name of Landlord or otherwise for such term (G) An event of default shall occur under any guaranty executed by any guarantor which may be greater or lesser than the period which would otherwise have constituted the balance of the Obligations term of Seller this Lease) and on such conditions (which may include concessions or free rent) as Landlord, in Landlord’s discretion may determine and may collect and receive the rents therefor. Landlord shall in no way be responsible for or liable for any failure to Buyer relet the Premises or any part thereof or for any failure to collect any rent due upon such reletting. No such termination of this Lease shall relieve Tenant of Tenant’s liability and obligations under this AgreementLease, or and such liability and obligations shall survive any material provision such termination. In the event of any such guaranty termination, whether or not the Premises or any part thereof shall for any reason cease have been relet, Tenant shall pay to Landlord the rent required to be valid or enforceable or any paid up by Tenant up to the time of such guaranty termination, and thereafter, Tenant, until the end of what would have been the term of this Lease in the absence of such termination shall be repudiated or terminatedliable to Landlord for, including by operation of law; and shall pay to Landlord as and for liquidated and agreed damages for Tenant’s default; (HA) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any The equivalent of the terms amount of or not comply rent which would be payable under this Lease by Tenant if this Lease were still in full force and effect, Less (B) The net proceeds of any reletting effected pursuant to the provisions of the preceding subparagraph, after deducting all of Landlord’s reasonable expenses in connection with such subordination agreementreletting, including, but not limited to, all repossession costs, brokerage commissions, legal expenses, attorneys’ fees, alteration costs and expenses of preparation for such reletting.

Default. The Company shall be in default under this Note upon the occurrence of any one or more of the following shall constitute an Event of Default hereunder.events: (A) Seller 2.1 The Company fails to pay timely perform any amount owed of its obligations under, or otherwise breaches any covenants or warranties of this Note; 2.2 Any statement, representation, or warranty made by the Company or its agents to Buyer Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as and when they become due; (B) There , or shall be commenced by file or have filed against Seller any voluntary it, voluntarily or involuntary case involuntarily, a petition under the United States Bankruptcy CodeCode or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or any shall make an assignment for the benefit of creditors, or appointment of a receiver shall initiate or custodian for have initiated against it, voluntarily or involuntarily, any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assetsact, process, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur proceedings under any guaranty executed by any guarantor insolvency law or other statute or law providing for the modifications or adjustment of the Obligations rights of Seller to Buyer under this Agreementcreditors. UPON ANY EVENT OF DEFAULT, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminatedHOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED UNPAID INTEREST IMMEDIATELY DUE, including by operation of lawWITHOUT NOTICE, AND THE COMPANY AGREES TO PAY SUCH AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT, THE COMPANY AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY PROCEEDINGS OR INSOLVENCY PROCEEDINGS (H) INCLUDING EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR INJUNCTION), COURT COSTS, APPEALS, POST-JUDGMENT COLLECTION EXPENSES AND ANY OTHER AMOUNT PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE GIVEN THE MOST LIBERAL CONSTRUCTION POSSIBLE AND TO APPLY TO ANY CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES. NO DELAY OR OMISSION ON THE PART OF ANY HOLDER HEREOF IN EXERCISING ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE CONSIDERED AS A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementWAIVER THEREOF OR ACQUIESCENCE IN ANY DEFAULT HEREUNDER. THE COMPANY HEREBY WAIVES ANY APPLICABLE STATUE OF LIMITATIONS, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONOR.

Default. The Upon the occurrence of each of the following events, the Company shall be entitled to effect the immediate repayment of all sums that are and/or shall be owed in any manner whatsoever by the Pledgor to the Company and such sums shall bear interest at the Maximum Interest Rate prevailing, from the date that such event has occurred until total repayment by the Pledgor: (a) If, on due date, the Pledgor has not paid any principal or interest or expenses including any levies, taxes and fees or any other sums. (b) If the Pledgor breaches or fails to uphold any of the terms contained in this or any other document or deed that has been or shall be signed on his behalf or it becomes evident that any of the declarations that have been or shall be made on behalf of the Pledgor in this or any other document is incorrect, or inaccurate. (c) If a petition is filed requesting the appointment of a temporary or permanent receiver, or a temporary or permanent receiver or manager, or a Receiving Order against the Pledgor is issued over the assets of the Pledgor and/or Pledgor or any portion of the assets of the Pledgor. (d) If a temporary or permanent receiver or receiver and manager for all or any portion of the assets of the Pledgor is appointed. (e) If any competent court in Maryland or Florida or elsewhere institutes attachments or execution or any like proceedings against any portion of the assets of the Borrower or if attachment or execution or any like proceedings are instituted over all or any portion of the Collateral which has been or shall be furnished to the Company. (f) If the Company, at its absolute discretion, deems that since the signing of this Agreement a change has occurred in the condition of the Pledgor to which the Company had not given its prior written consent. Without derogating from the generally of the foregoing, the following acts shall be deemed to constitute a change in the condition of the Pledgor: (i) a voluntary or other transfer of shares (except the transfer of shares by succession) which affect or are likely to affect the condition of the Pledgor. (g) If the Borrower ceases to pay debts or manage its affairs or reaches a compromise or arrangement with its creditors. (h) If the Company, at its discretion, deems that some event occurred that has or might impair the financial position of the Pledgor. In addition to all remedies provided herein and according to law, the Company shall have the following remedies: (a) The Pledgor recognizes that the Company may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for an investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, not withstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Company shall be under no obligation to delay a sale of any of the following shall constitute an Event Pledged Stock for the period of Default hereundertime necessary to permit the Issuer thereof to register such securities for the public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (Ab) Seller fails The Pledgor further agrees to pay any amount owed use commercially reasonable efforts to Buyer do so or cause to be done all such other acts as and when due; (B) There shall may be commenced by necessary to make such sale or against Seller any voluntary or involuntary case under the United States Bankruptcy Code, sales of all or any assignment for portion of the benefit of creditors, or appointment of a receiver or custodian for any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches Pledged Stock pursuant to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, this Section valid and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not binding and in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation other applicable requirements of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreement.

Default. The Upon the occurrence and during the continuance of any one or more of the following events (each, an "Event of Default"), Landlord shall constitute an have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall consist of: (i) Tenant's failure to pay when due any regularly scheduled payment of Rent, and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); provided, however, that no Event of Default hereunder.shall be deemed to have occurred under this Paragraph 21(a)(i), if Tenant or ALS Holdings cures such failure to pay, pursuant to the terms of the Agreement Regarding Leases or otherwise, within such five (5) day period; (Aii) Seller fails Tenant's failure to pay when due any amount owed to Buyer as and when due; (B) There shall be commenced by or against Seller any voluntary or involuntary case under the United States Bankruptcy Codeother payment of Rent, or any other sum of money payable hereunder (whether as Additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; provided, however, that no Event of Default shall be deemed to have occurred under this Paragraph 21(a)(ii), if Tenant or ALS Holdings cures such failure to pay, pursuant to the terms of the Agreement Regarding Leases or otherwise, within such five (5) day period; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if Tenant, Lease Guarantor or Guarantor becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, or (x) any of the foregoing are filed against Tenant, Lease Guarantor or Guarantor, and such petition or appointment shall not have been set aside within ninety (90) days after the date of such petition or appointment, or (y) Tenant, Lease Guarantor or Guarantor makes an assignment for the benefit of creditorscreditors or shall admit in writing its inability to pay its debts generally as they become due, or appointment if Tenant's interest in this Lease is attached, levied upon, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if any of a receiver Tenant, Lease Guarantor or custodian for Guarantor is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; ; (Cvii) Seller shall become insolvent if a default occurs under Paragraph 15; (viii) if (x) there has been a final, unappealable revocation of any license, permit, certification or approval required for the lawful operation of any of the Facilities in that accordance with its debts are greater than the fair value of its assetsIntended Use, or Seller (y) any license, permit, certification or approval required for the lawful operation of any of the Facilities is generally not paying materially limited and, as a result of such limitation, Tenant experiences a material adverse effect on the operation of the Leased Properties, taken as a whole, for their respective Intended Use; (ix) if Tenant voluntarily ceases operation of any of the Leased Properties for its debts Intended Use, except as they become due a result of Casualty or is left with unreasonably small capital; partial or complete Condemnation; (Dx) Any involuntary lien, garnishment, attachment if Tenant fails to pay for money borrowed or for the like is issued against deferred purchase price of any material property or attaches to services (excluding trade accounts payable in the Purchased Receivables ordinary course of business on customary trade terms) or any Collateral; guaranty relating thereto which, in the aggregate, exceeds Two Hundred Fifty Thousand Dollars (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein$250,000), and the same is not cured be declared to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral be or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint become due and several, or fixed or contingent, together with any payable prior to the stated maturity thereof and all renewals applicable notices with respect thereto have been given and extensions of such debts, obligations and liabilities, all applicable grace or any part thereof; cure periods with respect thereto shall have lapsed; (Gxi) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreement.Intentionally Omitted;

Default. (a) The occurrence following events shall be deemed to be events of any one or more of the following default by Tenant under this Lease: (i) Tenant shall constitute an Event of Default hereunder. (A) Seller fails fail to pay any amount owed installment of Rent or any other charge or assessment against Tenant pursuant to Buyer as and when duethe terms hereof within ten (10) business days after receipt by Tenant of written notice of such failure of payment; (Bii) There Tenant shall be commenced fail to comply with any term, provision, covenant or warranty made under this Lease by or against Seller any voluntary or involuntary case under Tenant, other than the United States Bankruptcy Code, payment of the Rent or any other charge or assessment payable by Tenant, and shall not cure such failure within thirty (30) days after receipt by Tenant of written notice thereof; (iii) Tenant or any guarantor of this Lease shall make a general assignment for the benefit of creditors, or appointment of a receiver or custodian for any of shall admit in writing its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying inability to pay its debts as they become due due, or is left with unreasonably small capitalshall file a petition in bankruptcy, or shall be adjudicated as bankrupt or insolvent, or shall file a petition in any proceeding seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file an answer admitting or fail timely to contest the material allegations of a petition filed against it in any such proceeding; (Div) Any involuntary lien, garnishment, attachment or the like a proceeding is issued commenced against or attaches to the Purchased Receivables Tenant or any Collateral; (E) Seller shall breach guarantor of this Lease seeking any covenantreorganization, agreementarrangement, warrantycomposition, readjustment, liquidation, dissolution or representation set forth hereinsimilar relief under any present or future statute, law or regulation, and the same is such proceeding shall not cured to Buyer's satisfaction have been dismissed within ten sixty (1060) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part the commencement thereof; (Gv) An event a receiver or trustee shall be appointed for the Demised Premises or for all or substantially all of default shall occur under any guaranty executed by the assets of Tenant or of any guarantor of this Lease and such receiver or trustee shall not have been dismissed within sixty (60) days after the Obligations appointment thereof; (vi) Tenant shall fail to take possession of Seller to Buyer under this Agreement, the Demised Premises or any material provision of any such guaranty portion thereof as provided in this Lease; (vii) Tenant shall for any reason cease do or permit to be valid done anything which creates a lien upon the Demised Premises or enforceable the Project and such lien is not removed or any such guaranty shall be repudiated or terminated, including by operation of law; discharged within thirty (H30) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any days after Tenant receives written notice of the terms of filing thereof (whether from Landlord or not comply with such subordination agreement.from any other source whatsoever); or

Default. The Upon the occurrence and during the continuance of any one or more of the following events (each, an "Event of Default"), Landlord shall constitute an have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall consist of: (i) Tenant's failure to pay when due any regularly scheduled payment of Rent, or any other sum of money payable hereunder (whether as Additional Rent or otherwise) and such failure is not cured within five (5) days (or such earlier period as set forth in this Paragraph 21(a)); provided, however, that no Event of Default hereunder.shall be deemed to have occurred under this Paragraph 21(a)(i), if BLC Holdings cures such failure to pay, pursuant to the terms of the Agreement Regarding Leases, within such five (5) day period; (Aii) Seller fails Tenant's failure to pay when due any amount owed to Buyer as and when due; (B) There shall be commenced by or against Seller any voluntary or involuntary case under the United States Bankruptcy Codeother payment of Rent, or any other sum of money payable hereunder (whether as Additional Rent or otherwise) and such failure is not cured within five (5) days after receipt of Notice thereof from Landlord; provided, however, that no Event of Default shall be deemed to have occurred under this Paragraph 21(a)(ii), if BLC Holdings cures such failure to pay, pursuant to the terms of the Agreement Regarding Leases, within such five (5) day period; (iii) Tenant's failure to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after Notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if (w) Tenant, Lease Guarantor or Guarantor becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, or (x) any of the foregoing are filed against Tenant, Lease Guarantor or Guarantor, and such petition or appointment shall not have been set aside within ninety (90) days after the date of such petition or appointment, or (y) Tenant, Lease Guarantor or Guarantor makes an assignment for the benefit of creditorscreditors or shall admit in writing its inability to pay its debts generally as they become due, or appointment (z) Tenant's interest in this Lease is attached, levied upon, seized or made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if Tenant fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if any of a receiver Tenant, Lease Guarantor or custodian for Guarantor is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, in any manner, permits the sale or divestiture of substantially all of its assets; ; (Cvii) Seller shall become insolvent if a default occurs under Paragraph 15; (viii) if there has been a final unappealable determination by the applicable Government Agency of the revocation or material limitation of any material license, permit, certification or approval required for the lawful operation of the Facility in that accordance with its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment Intended Use or the like loss or material limitation of any license, permit, certification or approval under any other circumstances pursuant to which Tenant is issued against required to cease its operation of the Facility in accordance with its Intended Use at the time of such loss or attaches limitation and such event has a material adverse effect on Tenant or Tenant's ability to operate the Purchased Receivables Leased Properties for their Intended Use; (ix) if Tenant voluntarily ceases for longer than thirty (30) days operation of the Leased Property for its Intended Use, except as a result of (A) a Casualty or (B) a partial or complete Condemnation; (x) Intentionally Omitted; (xi) Intentionally Omitted; (xii) Intentionally Omitted; (xiii) Tenant breaches any Collateral; (E) Seller shall breach any covenant, agreement, warranty, material representation or representation set forth herein, warranty made by Tenant in this Lease and the same is not cured to Buyer's satisfaction within has a material adverse affect on the financial condition of Tenant, the operations of the Property or the value of the Leased Property; (xiv) Intentionally Omitted; (xv) the issuance or entry against Lease Guarantor or Guarantor of any final, unappealable award or judgment (after any applicable appeal periods have expired) in an amount of Five Million Dollars ($5,000,000.00) or more, and such award or judgment shall continue unsatisfied and in effect for a period of ten (10) consecutive days after Buyer has given Seller oral or written notice thereof; providedwithout Tenant's demonstrating, to Landlord's reasonable satisfaction, that if any insurance policy exists that would cover such breach is incapable award or judgment; (xvi) the final, unappealable termination or suspension by the applicable Governmental Agency or other Person of being cured it shall constitute an immediate default hereunder; (F) Seller is not the right of the Facility to participate in compliance withand receive benefits under Third Party Payor Programs, or otherwise is the final unappealable termination or suspension of the right of the Facility to admit residents who would be entitled to receive benefits pursuant to such Third Party Payor Programs, if in default undereither case (i) the Facility participated in such Third Party Payor Program at the time of such termination or suspension, and (ii) the revenues received by or payable to such Facility from such Third Party Payor Programs equaled or exceeded 10% of the Facility's gross revenues in the immediately preceding Lease Year; or (xvii) [if an Event of Default (as defined in the Agreement Regarding Leases) occurs under the Agreement Regarding Leases.](5) Notwithstanding the foregoing, if any term of any document, instrument applicable Facility Mortgage provides for a shorter cure or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and severalgrace period, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An does not require notice to be given to trigger an event of default thereunder for the same obligation as described above and provided such obligation is a concurrent obligation of Tenant hereunder, then the provisions for notice (or lack thereof) and cure under such Facility Mortgage shall occur under any guaranty executed by any guarantor supersede the notice and cure provisions set forth above, it being acknowledged and agreed that all such payments and obligations of the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty Tenant hereunder shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller made and any creditor of Seller that has entered into a subordination agreement performed within such time periods so as to comply with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementthe Facility Mortgage.

Default. The occurrence All rights and remedies of Landlord herein enumerated shall be cumulative and nothing herein shall exclude any one other right or more of the following shall constitute an Event of Default remedy allowed hereunder, at law or otherwise. (A) Seller fails to pay any amount owed to Buyer as and when due; (B) There shall be commenced by or against Seller If any voluntary or involuntary case petition or similar proceeding under the United States Bankruptcy Codeany section or sections of any bankruptcy act shall be filed by or against Tenant, or any voluntary or involuntary proceeding in any court or tribunal shall be instituted to declare Tenant insolvent or unable to pay Tenant's debts, then and in any such event Landlord may, if Landlord elects, but not otherwise, and with or without notice of election, forthwith terminate this Lease, and, notwithstanding any other provision of this Lease, Landlord, in addition to any and all other legal remedies and rights the Landlord may have, declare the entire balance of the Total Base Rent and Additional Rent as adjusted, and any other rent or charges due hereunder for the remainder of the term to be due and payable and may collect same by distress or otherwise. (B) If Tenant defaults in the payment of any rent or other charges or in the prompt and full performance of any term, condition, requirement or provision of this Lease, or if the leasehold interest of Tenant be levied upon, under execution or be attached by process of law, or if Tenant makes an assignment for the benefit of creditors, or appointment of if a receiver or custodian be appointed for any property of its assets; Tenant, or if Tenant abandons or vacates the Premises, then in any such event Landlord may, if Landlord so elects, but not otherwise, upon three (3) days written notice of such election, either forthwith terminate this Lease and Tenant's right to possession of the Premises, or without terminating this Lease, forthwith terminate Tenant's right to possession of the Premises, but in either event, Tenant shall remain liable for damages as permitted by law, and as provided herein and Landlord shall have the right, in Landlord's sole discretion, to accelerate and declare the entire unpaid portion of Total Base Rent and Additional Rent as adjusted, and any other rent or other charges all of which would become due through the entire term of this Lease, to be immediately due and payable. (C) Seller shall become insolvent in that its debts are greater than the fair value Upon any termination of its assetsthis Lease, whether by lapse of time or otherwise, or Seller is generally not paying its debts upon any termination of Tenant's right to possession without termination of this Lease, Tenant shall surrender possession and vacate the Premises immediately, and deliver possession thereof to Landlord and, without prejudice to any other remedy which Landlord may have, Tenant does hereby grant to Landlord in such event, full and free license to entry into and upon the Premises, by picking locks and changing locks if deemed necessary by Landlord, with or without process of law to repossess the Premises, and to expel or remove Tenant and any others who may be occupying or within the Premises and to remove any and all property therefrom, using such force as they become due may be necessary, without being deemed in any manner guilty of trespass, eviction, forced entry or is left with unreasonably small capital; detainer, without relinquishing Landlord's rights to rent or any other right given to Landlord hereunder, or by operation of law. Except for the three (3) day notice as set forth above, Tenant expressly waives the service of any other demand for the payment of rent or for possession and the service of any notice of Landlord's election to terminate this Lease or to re-enter the Premises, including any and every form of demand and notice prescribed by any statute or other law, and agrees that the simple breach of any covenant or provision of this Lease by Tenant shall, of itself, without the service of any notice or demand whatsoever, permit the exercise by Landlord of any of the remedies provided to Landlord hereunder. (D) Any involuntary lien, garnishment, attachment If Tenant vacates or abandons the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance withPremises, or otherwise is entitles Landlord to so elect, and Landlord elects to terminate Tenant's right to possession only, without terminating this Lease, Landlord may at Landlord's option, enter into the Premises and take and hold possession thereof as provided above, without such entry and possession terminating this Lease or releasing Tenant in default underwhole or in part from Tenant's obligation to pay rent or other charges hereunder for the full term, and in any such case Tenant shall pay forthwith to Landlord a sum equal to the entire unpaid portion of Total Base Rent and Additional Rent as adjusted, and any other rent or other charges due hereunder for the remainder of the term of this Lease, less any documentrentals received by Landlord on any reletting. Upon and after entry into possession without termination of this Lease, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, Landlord will attempt to relet the Premises or any part thereof; , for the account of Tenant or otherwise in Landlord's sole discretion, to any person, firm or corporation other than Tenant for such rent, for such time, and upon such terms as Landlord, in Landlord's sole discretion, shall determine, and Landlord shall not be required to accept any proposed new tenant offered by Tenant. In any such case, the new tenant may make repairs, alterations and additions in or to the Premises, and redecorate the same to the extent deemed by Landlord necessary or desirable, and Tenant shall, upon demand, pay the cost thereof, together with Landlord's expenses of the reletting. (E) If Tenant shall default in the performance of any covenant herein contained, Landlord may immediately, or at any time thereafter, without notice, perform the same for the account of Tenant. If Landlord at any time is compelled or elects to pay any sum of money, or to do any act by reason of the failure of Tenant to comply with any provision hereof, or if Landlord be compelled to incur any expense, including reasonable attorney's fees, if instituted by reason of any default of the Tenant hereunder, the sum or sums so paid by Landlord, with all interest, costs and damages, shall be deemed to be additional rent hereunder and shall be due from Tenant to Landlord on the first day of the month following the incurring of such respective expense. (F) Tenant hereby irrevocably appoints Landlord as agent and attorney-in-fact of Tenant, to enter upon the Premises, in the event of eviction of Tenant by court order or termination of this Lease, and to remove any and all furniture and personal property whatsoever situated upon the Premises. Any property of Tenant not removed from the Premises after the end of the term, or upon termination by any other reason whatsoever, and any and all property which may be removed from the Premises by Landlord pursuant to the authority of this Lease or of law, and to which Tenant is or may be entitled, may be handled, removed or stored by Landlord at the risk, cost and expense of Tenant, and Landlord shall in no event be responsible for the value, preservation or safekeeping thereof. Tenant shall pay to Landlord, upon demand, all expenses incurred in such removal and all storage charges against such property so long as same shall be in Landlord's possession or under Landlord's control. (G) An If the term of any lease, other than this Lease, made by Tenant for any other space in the Building shall be terminated or terminable after the making of this Lease because of any default by Tenant under such other lease, such default shall, ipso facto constitute a default hereunder and empower Landlord, at Landlord's sole discretion, to terminate this Lease as herein provided in the event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; default. (H) A default Any right herein granted to Landlord to terminate this Lease shall apply to any extension or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or renewal hereof. (I) Any creditor that has entered into a subordination agreement with Buyer No receipt of money by Landlord from Tenant after the termination of this Lease or after the service of any notice or after the commencement of any suit, or after final judgment for possession of the Premises shall breach reinstate, continue or extend the terms of this Lease or affect any such notice, demand or suit or imply consent for any action for which Landlord's consent is required. (J) No waiver of any default of Tenant hereunder shall be implied from any omission by Landlord to take any action on account of such default if such default persists or be repeated, and no express waiver shall affect any default other than the default specified in the express waiver and then only for the time and to the extent therein stated. Landlord shall not be deemed in default of any of the terms terms, conditions, requirements and provisions of this Lease until the expiration of thirty (30) days after the receipt of written notice specifying any alleged default, but only if Landlord shall have failed to cure or remedy said default during said period. If the specified default by Landlord shall be of a nature that cannot comply with such subordination agreementbe completely cured within said thirty (30) day period then, if Landlord shall have diligently commenced curing same within said thirty (30) day period then no default shall be deemed to have occurred.

Default. The Upon the occurrence of any one or more of the following ------- events (the "Events of Default"), Landlord shall constitute an Event have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default hereunder.shall be: (Ai) Seller fails Tenant's failure to pay when due any amount owed to Buyer as and when due; (B) There shall be commenced by or against Seller any voluntary or involuntary case under the United States Bankruptcy Coderegularly scheduled payment of Rent, or any assignment for the benefit other sum of creditors, money payable hereunder (whether as additional rent or appointment of a receiver or custodian for any of its assets; (Cotherwise) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same such failure is not cured to Buyer's satisfaction within ten (10) days after Buyer receipt of written notice thereof from Landlord (but Landlord shall be obligated to tender notice of such default only once in any given twelve (12) month period, and thereafter it shall be an Event of Default any time a required payment is not received within ten (10) days of the date such sum was due if Landlord has given Seller oral notice of default relating to Tenant's failure to pay any regularly scheduled payment of Rent in the preceding twelve (12) month period); (ii) Tenant's failure to pay when due any other payment of Rent, or any other sum of money payable hereunder (whether as additional rent or otherwise) and such failure is not cured within thirty (30) days after receipt of written notice thereof from Landlord; (iii) Tenant's failure to perform any of the other terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after receipt of written notice thereof; , or, if such default cannot reasonably be remedied within such period, Tenant does not within thirty (30) days after written notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently complete such act or acts within a reasonable time, provided, that however, in no event shall such "Cure Period" extend beyond one hundred twenty (120) days after written notice thereof; (iv) if Tenant becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such breach petition or appointment shall not have been set aside within sixty (60) days from the date of such petition or appointment, or if any of the foregoing are filed against Tenant, or if Tenant makes an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or if Tenant's interest in this Lease is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller attached, seized or made subject to any other judicial seizure and such seizure or attachment is not in compliance withdischarged within sixty (60) days; (v) Tenant's failure to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; (vi) if Tenant is liquidated or dissolved, or otherwise is in default underbegins proceedings toward such liquidation or dissolution, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existingor, in favor any manner, permits the sale or divestiture of Buyer substantially all of its assets; (vii) if a Change of Control occurs or any division the estate or affiliate interest of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, Tenant in the Premises or any part thereof; thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding, unless Tenant is contesting such lien or attachment in good faith in accordance with Paragraph 27 hereof; (Gviii) An event if Tenant ceases continuous operations on the Premises required by Paragraph 6(b) hereof; (ix) if there has been a notice of default under or a termination or relinquishment of the franchise or license pursuant to which Tenant or an Affiliate (as defined in Exhibit E) conducts business on or from --------- the Premises ("Franchise"), provided that such event shall not constitute an Event of Default if (i) no other Event of Default enumerated in this Paragraph 20 shall occur under any guaranty executed by any guarantor and be continuing, and (ii) at a date no later than the period allowed to Tenant pursuant to the Franchise to cure such default, termination or relinquishment, Tenant or an Affiliate has cured such default thereunder so that there is no default, termination or relinquishment of the Obligations of Seller to Buyer under this AgreementFranchise, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that Tenant has entered into a subordination agreement written new or amended Franchise for operation of motor vehicle retail or motor vehicle related businesses at the Premises with Buyer; a substitute franchisor or licensor acceptable to Landlord on terms and conditions acceptable to Landlord, which acceptance shall not be unreasonably withheld or delayed; (x) Tenant's failure to provide Landlord immediate notice of Tenant's receipt of notice of (A) a default or potential default by Tenant under the Franchise, or (IB) Any creditor that has entered into a subordination agreement with Buyer shall breach the franchisor's intent to terminate, suspend or not renew the Franchise; (xi) if Tenant or any of its Affiliates defaults under any other lease with Landlord or an Affiliate of Landlord, unless such default is premised upon a default, suspension or termination of any Franchise agreement; and (xii) if Guarantor violates the terms provisions of or not comply with such subordination agreementSection 9 of the Guaranty.

Default. The occurrence of any one or more of the following events shall constitute an Event a default and breach of Default hereunder.this Lease by Tenant: (Aa) Seller fails The vacating or abandonment of the Premises by Tenant; (b) The failure by Tenant to pay make any amount owed to Buyer as and payment of rent when due, where such failure continues for a period of five (5) days after written notice thereof by Landlord to Tenant; (c) The failure by Tenant to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Tenant, other than the payment of money, where such failure shall continue for a period of thirty (30) days after written notice thereof by Landlord to Tenant; provided, however, that if the nature of Tenant's default is such that more than 30 days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within such 30-day period and thereafter diligently prosecutes such cure to completion; (Bd) There shall be commenced The making by Tenant of any general assignment or against Seller any voluntary or involuntary case under the United States Bankruptcy Code, or any assignment general arrangement for the benefit of creditors, or the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt, or a petition of reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same is dismissed within sixty (60) days), or the appointment of a trustee or a receiver to take possession of substantially all of Tenant's assets located at the Premises or custodian for of Tenant's interest in this Lease where possession is not restored to Tenant within thirty (30) days, or the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where such seizure is not discharged within thirty (30) days; (e) An assignment or subletting, or a purported assignment or subletting, in violation of Section 13; or (f) If Tenant, any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables Tenant's owners or any Collateral; (E) Seller shall breach entity in which Tenant has an ownership interest is a partner in the partnership entity which constitutes Landlord, a failure by such partner to perform any covenant, agreement, warranty, obligation or representation set forth herein, duty it may have as a partner in such partnership. The notices required under this Section 12.1 are the only notices required to be given by Landlord to Tenant in the event of Tenant's default and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is are not in compliance with, or addition to any statutory notices otherwise is in default under, any term required by the unlawful detainer statutes of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementCalifornia.

Default. In the event that: (a) The occurrence LESSEE shall default in the payment of any one installment of rent or more other sum herein specified and such default shall continue for ten (10) days after written notice thereof; or (b) The LESSEE shall default in the observance or performance of any other of the following LESSEE'S covenants, agreements, or obligations thereunder and such default shall constitute an Event of Default hereunder.not be corrected within thirty (30) days after written thereof; or (Ac) Seller fails to pay any amount owed to Buyer as and when due; (B) There The LESSEE shall be commenced by declared bankrupt or against Seller any voluntary or involuntary case under the United States Bankruptcy Codeinsolvent according to law, or or, if any assignment shall be made of LESSEE'S property for the benefit of creditors, then the LESSOR shall have the right thereafter, while such default continues, to re-enter and take complete possession of the leased premises, to declare the term of this lease ended, and remove the LESSEE'S effects, without prejudice to any remedies which might be otherwise used for arrears of rent or appointment other default. The LESSEE shall indemnify the LESSOR against all loss of a receiver rent and other payments which the LESSOR may incur by reason of such termination during the residue of the term, provided however the LESSOR shall be required to take reasonable steps to mitigate its loss. If the LESSEE shall default, after reasonable notice thereof, in the observance or custodian for performance of any conditions or covenants on LESSEE'S part to be observed or performed under or by virtue of any of its assets; (C) Seller shall become insolvent the provisions in that its debts are greater than any article of this lease, the fair value LESSOR, without thereby waiving such default, may remedy such default for the account and at the expense of its assetsthe LESSEE. If the LESSOR makes any expenditures or incurs any obligations for the payment of money in connection therewith, including but not limited to, reasonable attorney's fees in instituting, prosecuting or Seller is generally not paying its debts as they become due defending any action or is left proceeding, such sums paid or obligations incurred, with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or interest at the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within rate of ten (10) days after Buyer has given Seller oral or written notice thereof; providedper cent per annum and costs, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including paid to the LESSOR by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementLESSEE as additional rent.

Default. Upon the occurrence of any Event of Default (defined below), ALS Holdings shall have the affirmative obligation to notify PSLT-ALS Holdings as soon as it knows of any such event. The occurrence of any one or more of the following events shall constitute an "Event of Default hereunder.Default" under this Agreement, and in connection therewith, PSLT-ALS Holdings shall have the right to exercise any rights or remedies available in this Agreement, at law or in equity: (Ai) Seller fails Any default by any of the Alterra Lessees under the terms of their respective Property Leases with the Provident Lessors, and the continuation of such default beyond any applicable notice and cure period therefor; (ii) ALS Holdings' failure to pay when due hereunder any amount owed of the Alterra Rent Payments (whether due to Buyer a Wrongful Distribution or otherwise) and such failure is not cured within five (5) Business Days; (iii) ALS Holdings' failure to perform any other of the terms, covenants or conditions contained in this Agreement if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, ALS Holdings does not within thirty (30) days after Notice thereof commence such act or acts as and when due; (B) There shall be commenced by necessary to remedy the default and shall not thereafter diligently complete such act or against Seller any voluntary acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if (w) ALS Holdings or involuntary case under the United States Bankruptcy CodeGuarantor becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, or (x) any of the foregoing are filed against ALS Holdings or Guarantor and such petition or appointment shall not have been set aside within ninety (90) days from the date of such petition or appointment, or (y) ALS Holdings or Guarantor makes an assignment for the benefit of creditorscreditors or shall admit in writing its inability to pay its debts generally as they become due, or appointment (z) ALS Holdings' or Guarantor's interest in all or portion of a receiver the Total Revenues is attached, levied upon, seized or custodian for made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if either of ALS Holdings or Guarantor is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or in any manner permits the sale or divestiture of substantially all of its assets; ; (Cvi) Seller a default occurs under Paragraph 6; (vii) Intentionally Deleted; (viii) if any material representation or warranty made by or on behalf of ALS Holdings under this Agreement shall become insolvent prove to be false or misleading in that its debts are greater than any material respect on the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, date when made and the same is not cured has a material adverse effect on the financial condition of ALS Holdings or ALS Holdings' ability to Buyerperform under this Agreement or the Lease Guaranty (as defined in the Property Leases); (ix) if any material representation or warranty made by or on behalf of Guarantor under the Guaranty shall prove to have been false or misleading in any material respect on the date when made and the same has a material adverse effect on the financial condition of Guarantor or Guarantor's satisfaction within ability to perform under the Guaranty; (x) Intentionally Deleted; (xi) the issuance or entry against Guarantor of any final, unappealable award or judgment (after any applicable appeal periods have expired) in an amount of One Million Six Hundred Thousand Dollars ($1,600,000.00) or more, and such award or judgment shall continue unsatisfied and in effect for a period of ten (10) consecutive days after Buyer has given Seller oral or written notice thereof; providedwithout ALS Holdings demonstrating, to PSLT-ALS Holdings' reasonable satisfaction, that an insurance policy exists that would cover such award or judgment; or (xii) Intentionally Deleted; or (xiii) if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller Guarantor fails to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach perform any of the terms terms, covenants or conditions contained in the Guaranty beyond any applicable notice and cure periods set forth therein. Notwithstanding anything to the contrary set forth in this Section 7(a), as to any Facility that is encumbered by one or more Facility Mortgages (any such encumbered Facility, an "Applicable Facility" and each Facility Mortgage encumbering the Applicable Facility, an "Applicable Facility Mortgage"), if and to the extent that: (A) a default occurs under clause (i), clause (ii), clause (iii), clause (vi) or clause (xiii) of this Section 7(a), and (B) such default arises solely as a result of a default under or relating to a Property Lease other than the Property Lease demising the Applicable Facility (and not comply with as result of a default under the Property Lease demising the Applicable Facility), then, provided that no other independent Event of Default then exists under the Property Lease demising the Applicable Facility, such subordination agreementdefault shall not constitute an Event of Default, unless the holders of each Applicable Facility Mortgage (if any) encumbering the Applicable Facility consents in writing to such default's constituting an Event of Default.

Default. a. The occurrence of any one or more of the following shall constitute an a default and breach of this Lease by Tenant (a “Default” or “Event of Default hereunder.Default”): (Ai) Seller fails Any failure by Tenant to pay the Rent or to make any amount owed other payment required to Buyer as and when due; (B) There shall be commenced made by or against Seller any voluntary or involuntary case under the United States Bankruptcy Code, or any assignment for the benefit of creditors, or appointment of a receiver or custodian for any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction Tenant hereunder within ten (10) days of date due; (ii) The abandonment of the Premises by Tenant; (iii) Any failure by Tenant to observe and perform any of its obligations under this Lease, where such failure continues for fifteen (15) days (except where a different period of time is specified in this Lease) after Buyer Landlord has given Seller oral or Tenant written notice thereof; provided, that if or such breach is incapable of being cured it shall constitute an immediate default hereunder; other notice as may be required by law; (Fiv) Seller is not in compliance withTenant makes, or otherwise is in default underhas made, or furnishes, or has furnished, any term of any documentwarranty, instrument representation or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, statement to Landlord in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together connection with any and all renewals and extensions of such debts, obligations and liabilitiesthis Lease, or any part thereof; other agreement to which Tenant and Landlord are parties, which is or was false or misleading in any material respect when made or furnished; (Gv) An event Any substantial portion of default shall occur the assets of Tenant is transferred or any material obligation is incurred by Tenant, unless such transfer or obligation is incurred in the ordinary course of Tenant’s business or in good faith for fair equivalent consideration, and with Landlord’s consent; (vi) Tenant becomes insolvent as defined in the Federal Bankruptcy Code, admits in writing its insolvency or its present or prospective inability to pay its debts as they become due, is unable to or does not pay all or any material portion (in number or dollar amount) of its debts as they become due, permits or suffers a judgment to exist against it which affects Tenant’s ability to conduct its business in the ordinary course (unless enforcement thereof is stayed pending appeal), makes or proposes an assignment for the benefit of creditors or any class thereof for purposes of effecting a moratorium upon or extension or composition or its debts, proposes any such moratorium, extension or composition, or commences or proposes to commence any bankruptcy, reorganization or insolvency proceeding, or other proceeding under any guaranty executed federal, state or other law for the relief of debtors; (vii) Tenant fails to obtain the dismissal, within thirty (30) days after the commencement thereof, of any bankruptcy, reorganization or insolvency proceeding, or other proceeding under any law for the relief of debtors, instituted against it by one or more third parties, or fails actively to oppose any guarantor such proceeding, or, in any such proceeding, defaults or files an answer admitting the material allegations upon which the proceeding was based or alleges its willingness to have an order for relief entered or its desire to seek liquidation, reorganization or adjustment of any of its debts; (viii) Any receiver, trustee or custodian is appointed to take possession of all or any substantial portion of the Obligations assets of Seller to Buyer under this AgreementTenant, or any material provision committee of Tenant’s creditors, or any class thereof is formed for the purpose of monitoring or investigating the financial affairs of Tenant or enforcing such creditors’ rights. b. In the event of any such guaranty default by Tenant, then in addition to any other remedies available to Landlord at law or in equity, Landlord shall have the option to immediately terminate this Lease and all rights of Tenant hereunder by giving written notice of such intention to terminate. In the event that Landlord shall elect to so terminate the Lease then Landlord may recover from Tenant: (i) any unpaid Rent which shall have accrued at the time of such termination; plus (ii) the entire amount of unpaid Rent for the balance of the term which amount shall, at Landlord’s option, be immediately due and payable; plus (iii) any other amount necessary to compensate Landlord for Landlord’s loss or damage caused directly or indirectly by Tenant’s failure to perform its obligations under this Lease including, but not limited to, reasonable attorney’ fees and costs; plus (iv) at Landlord’s election, such other amounts in addition to or in lieu of the foregoing, as may be permitted from time to time by applicable law. c. In the event of any such default by Tenant, Landlord shall also have the right, with or without terminating this Lease, to re-enter and to take possession of the Premises and to remove all persons and property from the Premises. Landlord is hereby granted a lien, in addition to any statutory lien or right to distrain that may exist, on all personal property of Tenant in or upon the Premises, to assure payment of the Rent and performance of the covenants and conditions of this Lease. Landlord shall have the right, as agent of Tenant, to take possession of all personal property of Tenant found in or about the Premises including, without limitation, furniture and fixtures of Tenant and, to sell the same at public or private sale and to apply the proceeds thereof to the payment of any monies due or becoming due under this Lease, or to remove all such effects and store same in a public warehouse or elsewhere at the cost of and for the account of Tenant, or any other owner or occupant, Tenant hereby waiving the benefit of all laws exempting property from execution, levy and sale on distress or judgment. d. In the event of the vacation of or abandonment of the Premises by Tenant, or in the event that Landlord shall elect to re-enter as provided above or shall take possession of the Premises pursuant to legal proceeding or pursuant to any notice provided by law, then if Landlord does not elect to terminate this Lease as provided in this Section, Landlord may from time to time, without terminating this Lease, either recover all Rent as it becomes due or relet the Premises or any part thereof for such term or terms and at such rental or rentals and upon such other terms and conditions as Landlord in its sole discretion may deem advisable with the right to make alterations and repairs to the Premises. e. In the event that Landlord shall elect to so relet, then rentals received by Landlord from such reletting shall be applied: first, to the payment of any indebtedness other than Rent due hereunder from Tenant to Landlord; second, to the payment of any cost of such reletting, including but not limited to broker’s commissions and reasonable attorneys’ fees; third, to the payment of the cost of any alterations and repairs to the Premises; fourth, to the payment of Rent due and unpaid hereunder; and the residue, if any, shall be held by Landlord and applied in payment of future Rent as the same may become due and payable hereunder. Should any such reletting result in the payment of rentals less than the Rent payable by Tenant hereunder, then Tenant shall pay such deficiency to Landlord immediately upon demand therefor by Landlord. Tenant shall also pay Landlord as soon as ascertained, any costs and expenses incurred by Landlord in such reletting or in making such alterations and repairs not covered by the rentals received from such reletting. f. No re-entry or taking possession of the Premises by Landlord pursuant to this Section shall be construed as an election to terminate this Lease unless written notice of such intention be given to Tenant. Notwithstanding any reletting without termination by Landlord because of any default by Tenant, Landlord may at any time after such reletting, elect to terminate this Lease for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementdefault.

Default. The occurrence of any one or more of In the following shall constitute events (each an “Event of Default hereunder.Default”), Lender may in its sole discretion declare a default, accelerate the time for payment and demand immediate payment in full of all Obligations and exercise its remedies under this Agreement and the Loan Documents: (Aa) Seller fails Borrower shall fail to pay pay, when due (including as the result of acceleration provided for under this Agreement), any amount owed Obligation owing from Borrower to Buyer Lender; (b) Any representation or warranty made by Borrower or Subsidiary (or any of their respective officers or affiliates) under or in connection with this Agreement (including any certificates or requested financial information) shall prove to have been incorrect or misleading in any material respect and Borrower has not cured the same within fifteen (15) days of receiving notice from Lender; (c) Borrower, Subsidiary or any Obligated Party under a Loan Document shall commit any other material breach or fail to materially perform any obligation under this Agreement, as and when due; (B) There shall be commenced by amended or against Seller any voluntary or involuntary case under the United States Bankruptcy Codesupplemented, or any other agreement (including any and all Loan Documents) and Borrower has not cured the same within fifteen (15) days of receiving notice from Lender or if it is impossible to cure the same within fifteen (15) days then Borrower has taken such steps acceptable to Lender to cure the same and shall diligently pursues such cure to completion; (d) If any prohibited transfer or further encumbrance of the Collateral or any interest in the Borrower or Subsidiary, shall occur, whether voluntary or involuntary, without the written approval of Lender; (e) The suspension, termination or material restriction of the business operations of the Borrower or Subsidiary or material adverse change in the business operations and/or condition, financial or otherwise, of Borrower or Subsidiary except as restricted by the Project Documents; (f) If Borrower or Subsidiary shall (1) become insolvent, (2) become generally unable to pay their respective debts as they become due, (3) make an assignment for the benefit of creditors, or appointment (4) call a meeting of creditors for the composition of debts; (g) If there shall be filed by or against Borrower or Subsidiary a petition in bankruptcy or for a reorganization, or a custodian, receiver or custodian for agent is appointed or authorized to take charge of any of its assets; their respective properties and the respective entity has not taken reasonable steps to obtain the dismissal of such proceedings within fifteen (C15) Seller shall become insolvent days and does not achieve dismissal of such proceeding within sixty (60) days of such filing; (h) The occurrence of any action, event or condition which results in a Change of Control of Borrower; (i) Change in any Applicable Law or any order or other requirement in any Legal Proceeding that its debts are greater than may materially impair (1) the fair value amount or circumstances under which Subsidiary may make payment of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches fees to Borrower pursuant to the Purchased Receivables Construction Management Agreement and/or Development Agreement or (2) the ability of Borrower to receive and/or use the fees (once received) to make payment of the Obligations; (j) Borrower or Subsidiary shall take or allow any Collateral; such action, event or condition to occur which materially impairs (E1) Seller shall breach the amount or circumstances under which any covenant, agreement, warranty, Subsidiary may pay fees to Borrower pursuant to the Construction Management Agreement or representation set forth herein, Development Agreement or (2) the ability of Borrower to receive and/or use such fees (once received) to make payment of the Obligations and Borrower has not cured the same is not cured to Buyer's satisfaction within ten fifteen (1015) days after Buyer has given Seller oral or written of receiving notice thereof; providedfrom Lender; (k) Except as otherwise provided under Subsection (r) below, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term the occurrence of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreement, or any material provision event or condition which with the giving of any such guaranty shall for any reason cease to be valid notice or enforceable or any such guaranty shall be repudiated or terminated, including by operation passage of law; (H) A default or time could constitute an event of default shall occur by Borrower or Subsidiary under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms Project Documents or any other agreement entered into by Borrower or Subsidiary related to the Project and the failure of Borrower (i) to provide Lender a Manager’s Certificate within seven (7) days of such occurrence describing the event or not comply condition and the corrective action to be taken, and (ii) to proceed with all due diligence to take or obtain such subordination agreementcorrective action; (l) The termination, amendment or failure to timely close and fund under the Forward Commitment; (m) Failure of any Class I Member to maintain any Member LOC or the Borrower to maintain the Borrower LOC; (n) Failure of Borrower to cause the timely capital contributions into the Borrower in accordance with the Operating Agreement and by Borrower into Subsidiary in accordance with the Forward Commitment; (o) Amendment of the Master Lockbox Agreement without the written consent of Lender; (p) Failure of Borrower to maintain the effectiveness of and compliance with the Irrevocable Direction of Payment; (q) Failure of Borrower to take any action necessary to maintain the effectiveness of the America First Lockbox Agreement; (r) Failure of Borrower to provide Lender with the notices and certificates required by subsections (t) and (u) of Section 7 of this Agreement and to diligently pursue to completion any such corrective action contained within such notices. The Note, this Agreement and all related Loan Documents are expressly cross-defaulted, with default under any one document constituting default under the remaining documents at the discretion of Lender.

Default. The occurrence of any one or more (a) Each of the following shall constitute an Event of Default hereunder.: (i) if Lessee shall fail to pay when due any Rent or any other amount Lessee may be required to pay hereunder, and Lessee shall fail to remedy such default within seven (7) business days after written notice thereof has been given to Lessee by Lessor, provided that an Event of Default shall not be deemed to have occurred hereunder if Sublessee shall have timely disputed in good faith its obligation to pay such Rent or the amount thereof; or (ii) if Lessee shall default in the observance or performance of any term, covenant or condition of this Lease on Lessee's part to be observed, performed or complied with (other than the payment of Base Rent and Additional Rent and other amounts payable hereunder) and Lessee shall fail to remedy such default within thirty (30) days after written notice to cure, or, if such default is of such a nature that for reasons beyond Lessee's control it cannot be completely remedied within said period of thirty (30) days, then if Lessee (A) Seller fails shall not promptly institute and thereafter diligently prosecute to pay any amount owed completion all steps necessary to Buyer as remedy the same and when due; (B) There shall be not remedy the same within a reasonable time after the date of default; or (iii) if any event shall occur or any contingency shall arise whereby this Lease or the estate hereby granted or the unexpired balance of the Term would, except as expressly permitted herein, by operation of law or otherwise, devolve upon or pass to any person or entity other than Lessee, and Lessee shall fail to remedy such default within sixty (60) days after written notice thereof has been given to Lessee by Lessor; (b) Upon the occurrence of any such Event of Default, Lessor may, in addition to exercising any other available rights or remedies available to Lessor under law, give to Lessee notice of its intention to end the Term at the expiration of three (3) days from the date of the giving of such notice, and, in the event such notice is given, this Lease and the Term and estate hereby granted (whether or not the Term shall have commenced) shall terminate upon the expiration of said three (3) days with the same force and effect as if that day were the Expiration Date, provided, however, that Lessor and Lessee shall remain liable for the performance of their respective obligations hereunder which survive the termination of this Lease and for damages as provided in this Lease. 11.2. Notwithstanding anything to the contrary set forth herein, this Lease shall immediately terminate if any of the following events shall occur with respect to Lessee: (a) if Lessee shall (i) have applied for or consented to the appointment of a receiver, trustee or liquidator, or other custodian of Lessee, or any of its properties or assets, (ii) have made a general assignment for the benefit of creditors, (iii) have commenced by or against Seller any a voluntary or involuntary case for relief as a debtor under the United States Bankruptcy Code, or any assignment other applicable federal or state laws, or filed a petition to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debts, dissolution or liquidation law or statute or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law, or (iv) be adjudicated a bankrupt or insolvent; or (b) if without the acquiescence or consent of Lessee, an order, judgment or decree shall have been entered by any court of competent jurisdiction approving as properly filed a petition seeking relief under the United States Bankruptcy Code, or any other applicable federal or state laws, or any bankruptcy, reorganization, insolvency, readjustment of debts, dissolution or liquidation law or statute with respect to Lessee, or all or a substantial part of their respective properties or assets, and such order, judgment or decree shall have continued unstayed and in effect for any period of not less than ninety (90) days. Neither Lessee, nor any person claiming through or under Lessee or by reason of any statute or order of court shall, after such termination, be entitled to possession of the Demised Premises but shall forthwith quit and surrender the Demised Premises. Without limiting any of the foregoing provisions of this Section 10.2, if pursuant to the United States Bankruptcy Code, or any other applicable federal or state laws, Lessee is permitted to assign this Lease, Lessee agrees that adequate assurance of future performance by an assignee expressly permitted under such law shall be deemed to mean evidence in the form of financial statements prepared and certified by a certified public accountant that the assignee will have a net worth, after excluding the value of the leasehold, sufficient to meet the remaining obligations under this Lease. 11.3. In the event of any breach by Lessee or any persons claiming through or under Lessee of any of the terms, covenants or conditions contained in this Lease, Lessor, after the giving of any notice required by the terms of this Lease and the expiration of any notice and cure periods hereunder, (a) shall be entitled to enjoin such breach and (b) shall have the right to invoke any right and remedy available at law or in equity or by statute or otherwise. The provisions of this Section 11.3 shall survive the expiration or sooner termination of this Lease. 11.4. If this Lease and the Term shall terminate as provided in Section 11.1 or in Section 11.2 above, or by or under any summary proceeding or any other action or proceeding or if Lessor shall re-enter the Demised Premises as hereinabove provided or by or under any summary proceeding or any other action or proceeding, then in any of said events: (a) Lessee shall pay to Lessor all Base Rent, Additional Rent and other amount payable by Lessee hereunder to the date upon which this Lease and the Term shall have terminated or to the date of re-entry upon the Demised Premises by Lessor, as the case may be; (b) Lessor shall be entitled to retain all monies, if any, paid by Lessee to Lessor, whether as advance Rent, security or otherwise, but such monies shall be credited by Lessor against any Rent due at the time of such termination or re-entry or, at Lessor's option, against any damages payable by Lessee; (c) Lessee shall be liable for and shall pay to Lessor, as damages, any deficiency between the Base Rent and Additional Rent payable hereunder for the benefit period which otherwise would have constituted the unexpired portion of creditorsthe Term (conclusively presuming the Base Rent and Additional Rent to be at the same rate as was payable for the year immediately preceding such termination or re-entry less any Additional Rent for such one-year period payable to Lessor by Lessee pursuant to Section 5.1 above) and the net amount, or appointment if any, of a receiver or custodian rents ("Net Rent") collected under any reletting effected by Lessor for any part of its assets; such period (Cafter first deducting from the rents collected under any such reletting all of Lessor's reasonable expenses in connection with the termination of this Lease or Lessor's re-entry upon the Demised Premises and in connection with such reletting including all reasonable repossession costs, brokerage commissions, legal expenses, attorneys' fees, alteration or similar costs and other expenses of preparing the Demised Premises for such reletting); (d) Seller In the event that Lessor shall become insolvent in that its debts are greater than not have collected any monthly deficiencies as aforesaid, Lessor shall be entitled to recover from Lessee, and Lessee shall pay to Lessor, on demand, as and for liquidated and agreed final damages, a sum equal to the amount by which the Base Rent and Additional Rent payable hereunder for the period which otherwise would have constituted the unexpired portion of the Term (conclusively presuming the Base Rent and Additional Rent to be at the same rate as was payable for the year immediately preceding such termination or re-entry less any Additional Rent for such one-year period payable to Sublessor by Sublessee pursuant to Section 5.1 above) exceeds the then fair and reasonable rental value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and Demised Premises for the same is not cured period, both discounted to Buyer's satisfaction within ten present value at the rate of eight percent (108%) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable per annum. If before presentation of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions proof of such debtsliquidated damages to any court, obligations and liabilitiescommission or tribunal, the Demised Premises, or any part thereof; (G) An event of default , shall occur under any guaranty executed have been relet by any guarantor Lessor for the period which otherwise would have constituted the unexpired portion of the Obligations of Seller to Buyer under this AgreementTerm, or any material provision part thereof, the amount of rent upon such reletting shall be deemed, prima facie, to be the fair and reasonable rental value for the part or the whole of the Demised Premises so relet during the term of the reletting; and (e) In no event shall Lessee be entitled to receive any excess of Net Rent over the sums payable by Lessee to Lessor hereunder, and in no event shall Lessee be entitled in any suit for the collection of damages pursuant to this Article to a credit in respect of any Net Rent from a reletting except to the extent actually received by Lessor prior to the commencement of such guaranty suit. 11.5. If a default by Lessee shall for have occurred and be continuing with respect to any reason cease obligations of Lessee under this Lease, Lessor may, at its option, upon reasonable prior notice to Lessee (unless Lessor reasonably believes there to be valid an emergency threatening Lessor's property outside the Demised Premises, or enforceable or any such guaranty threatening substantial damage to Lessor's interest in the Demised Premises as Lessor, in which event no notice shall be repudiated required and Lessor may act immediately), perform such obligations for the account of, and at the expense of, Lessee. The sums so paid or terminatedincurred by Lessor, including in its sole discretion, together with interest at the rate specified in Section 3.3 hereof, costs and damages shall be due from and paid by operation Lessee, as Additional Rent, upon Lessee's receipt of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementwritten demand therefor from Lessor.

Default. The occurrence It is hereby expressly agreed that should any default occur in the payment of any one principal or more interest as stipulated above and such payment is not made wihtin five (5) days of the following shall constitute an Event date such payment is due (provided that no grace period is provided for the payment of Default hereunder. (A) Seller fails to pay any amount owed to Buyer as principal and when due; (B) There shall be commenced by or against Seller any voluntary or involuntary case under interest due on the United States Bankruptcy CodeMaturity Date), or should any assignment for the benefit of creditors, or appointment of a receiver or custodian for other default occur under any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same Loan Documents which is not cured within any applicable grace or cure period, then a default shall exist hereunder, and in such event the indebtedness evidenced hereby, including all sums advanced or accrued hereunder or under any other Loan Document, and all unpaid interest accrued thereon, shall, at the option of Lender and without notice to Buyer's satisfaction within ten (10) days after Buyer Borrower, at once become due and payable and may be collected forthwith, whether or not there has given Seller oral or written notice thereof; provided, been a prior demand for payment and regardless of the stipulated date of maturity. In the event that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller any payment is not received by Lender on the date when due (subject to the applicable grace period), then in compliance withaddition to any default interest payments due hereunder, or otherwise is Borrower shall also pay to Lender a late charge in an amount equal to five percent (5.0%) of the amount of such overdue payment. So long as any default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bankexists hereunder, regardless of whether or not there has been an acceleration of the indebtedness evidenced hereby, and at all times after maturity of the indebtedness evidenced hereby (whether by acceleration or otherwise), interest shall accrue on the outstanding principal balance of this Note at a rate per annum equal to four percent (4.0%) plus the interest rate which would be in effect hereunder absent such debt, obligation default or liability is direct or indirect, primary or secondary, joint, several or joint and severalmaturity, or fixed if such increased rate of interest may not be collected under applicable law, then the maximum rate or contingentinterest, if any, which may be collected from Borrower under applicable law (the "Default Interest Rate"), and such default interest shall be immediately due and payable. Borrower acknowledges that it would be extremely difficult or impracticable to determine ▇▇▇▇▇▇'s actual damages resulting from any late payment or default, and such late charges and default interest are reasonable estimates of those damages and do not constitute a penalty. The remedies of Lender in this Note or in the Loan Documents, or at law or in equity, shall be cumulative and concurrent, and may be pursued singly, successively or together with any and all renewals and extensions in ▇▇▇▇▇▇'s discretion. Time is of such debts, obligations and liabilitiesthe essence of this Note. In the event this Note, or any part thereof; (G) An event hereof, is collected by or through an attorney-at-law, ▇▇▇▇▇▇▇▇ agrees to pay all costs of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreementcollection including, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminatedbut not limited to, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementreasonable attorneys' fees.

Default. The An event of default (“Default”) shall arise hereunder upon the occurrence of any one or more of the following shall constitute an Event and the expiration of Default hereunder.any applicable cure period: (Aa) Seller Trustor fails to occupy the Property as Trustor’s principal residence; (b) The sale, conveyance, encumbrance, refinance or other transfer of the Property including without limitation, the lease or rental of the Property in violation of the Property Restriction Agreement; (c) An event of default arises under the City Note, the Property Restriction Agreement, or under any loan secured by the Property and such default remains uncured following the expiration of any applicable cure period; (d) Trustor fails to pay when due any amount owed sum payable pursuant to Buyer the City Note, the Property Restriction Agreement or this Deed of Trust; (e) The Property is refinanced or encumbered in violation of the Property Restriction Agreement or this Deed of Trust; (f) Trustor fails to maintain insurance on the Property as required by the Property Restriction Agreement and this Deed of Trust, (g) Subject to Trustor’s right to contest the following charges, Trustor fails to pay prior to delinquency taxes or assessments due on the Property or fails to pay when due; due any other charge that may result in a lien on the Property, and Trustor fails to cure such default within twenty (B20) There shall be commenced by days of date of delinquency, but in all events upon the imposition of any such tax or against Seller any voluntary other lien; (h) Trustor declares bankruptcy or involuntary case under the United States Bankruptcy Code, or any makes an assignment of assets for the benefit of creditors, or appointment of a receiver or custodian an order for any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assetsrelief is entered under federal bankruptcy laws as to Trustor, or Seller Trustor is generally not paying its debts adjudicated as they become due insolvent or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches bankrupt pursuant to the Purchased Receivables provisions of any state or federal insolvency or bankruptcy, or Trustor consents to, acquiesces in, or attempts to secure the appointment of, any receiver for all or any Collateral; substantial part of the Property; (Ei) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable The occurrence of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed loan secured by the Property and the continuance of such default beyond the expiration of all applicable cure periods such that the holder of such loan has the right to accelerate such loan. (j) Trustor fails to observe or perform any guarantor of the Obligations of Seller to Buyer under this Agreementother covenant, condition, or agreement to be observed or performed by Trustor pursuant to the City Note, the Property Restriction Agreement or this Deed of Trust, including without limitation, the failure to pay any material provision of sum due pursuant to any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementdocument.

Default. The occurrence of any one or more This Lease and Tenant’s right to possession of the Premises is made subject to and conditioned upon Tenant performing all of the covenants and obligations to be performed by Tenant hereunder, at the times and pursuant to terms and conditions set forth herein. The following events shall constitute each be an Event event of Default hereunder. default by Tenant under this Lease (A“Default”): (a) Seller Tenant fails to pay any amount owed to Buyer as and Rent or other charge when the same is due; (Bb) There shall Tenant fails to perform any other obligation to be commenced performed by Tenant within the time or against Seller times set forth herein; (c) Tenant makes any voluntary or involuntary case under the United States Bankruptcy Codematerial misrepresentation, or commits any fraud or criminal act; (d) Tenant shall become insolvent, make a transfer in fraud of its creditors, make an assignment for the benefit of its creditors, files or appointment of has filed against it a receiver petition in bankruptcy, has a receiver, trustee or custodian for any liquidator appointed over a substantial portion of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assetsproperty or this Lease, or Seller is generally not paying its debts as they become due adjudicated insolvent; or is left with unreasonably small capital; (De) Any involuntary lien, garnishment, attachment Tenant vacates or abandons the like is issued against or attaches to Premises for more than thirty (30) days. In the Purchased Receivables or event any Collateral; monetary Default shall continue for five (E5) Seller shall breach any covenant, agreement, warrantydays after receipt of written notice from Landlord, or representation set forth herein, and in the same is not cured to Buyer's satisfaction within event any non-monetary Default shall continue for ten (10) days after Buyer has given Seller oral or receipt of written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance withfrom Landlord, or otherwise is in default under, any term of any document, instrument the event Tenant becomes in Default for the same general reason three (3) or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, more times during the Term (regardless of whether or not Tenant subsequently cures such debtDefaults); then, obligation in addition to all other remedies afforded Landlord under this Lease, at law or liability is direct or indirectin equity, primary or secondary, joint, several or joint and severalLandlord may terminate this Lease, or fixed terminate Tenant’s right of possession to the Premises without terminating this Lease, by delivery of written notice to Tenant. In either event, Landlord shall have the right to dispossess Tenant, or contingentany other person in occupancy, together with their property, and re-enter the Premises. No such dispossession of Tenant or re-entry by Landlord, or Landlord’s voluntary acceptance of the keys to the Premises, shall constitute or be construed as an election by Landlord to terminate this Lease, unless Landlord delivers written notice to Tenant specifically terminating this Lease. Upon such re-entry, Tenant shall be liable for all expenses incurred by Landlord in recovering the Premises including, without limitation, clean-up costs, legal fees, removal, storage or disposal of Tenant’s property, and restoration costs. In the event Landlord elects to terminate this Lease, Tenant shall immediately vacate the Premises and pay to Landlord all Rent accrued through the effective date of termination, together with any late fees and interest thereon, plus an amount equal to all renewals and extensions of such debtstenant concessions initially granted to Tenant including, obligations and liabilitiesbut not limited to, any free or reduced Rent, any interior finish constructed within the Premises, or any part contribution paid to Tenant in lieu thereof. In addition thereto, the remainder of the Rent payable by Tenant through the Expiration Date of this Lease, less the fair market rental value of the Premises over the same period (net of all expenses and vacancy periods reasonably projected by Landlord to be incurred in connection with the reletting of the Premises) shall be accelerated and become immediately due and payable. In the event Landlord elects not to terminate this Lease, but only to terminate Tenant’s right of possession to the Premises, Tenant shall immediately vacate the Premises and pay to Landlord all Rent accrued through the effective date of repossession, together with any late fees and interest thereon. Upon repossession, Landlord may use reasonable efforts to mitigate its damages and relet the Premises upon terms and conditions satisfactory to Landlord; however, Landlord shall have no duty to prioritize the reletting of the Premises over the leasing of other vacant space within the Property. Tenant shall remain liable for all Rent accruing after the date of repossession (Gtogether with all late fees and interest), payable monthly as such Rent accrues, in an amount equal to the Rent payable under this Lease, less the rent (if any) An collected by Landlord from any reletting. Landlord shall have the right to make repairs, alterations, and additions in or to the Premises and redecorate and remodel the same to the extent deemed necessary by Landlord in connection with any reletting of the Premises; and Tenant shall pay to Landlord the cost thereof within fifteen (15) days after receipt of Landlord’s statement. In addition to any other remedy afforded Landlord under this Lease, Tenant hereby grants to Landlord a continuing security interest in all of Tenant’s goods, wares, equipment, fixtures, furniture, and all proceeds thereof (collectively, “Security”) situated within the Premises. In the event Tenant shall be in Default under this Lease, Tenant shall not remove any such Security from the Premises without the prior written consent of Landlord; and Landlord shall have all rights and remedies under the Uniform Commercial Code including, without limitation, the right to sell such Security at public or private sale upon five (5) days’ prior written notice to Tenant. Tenant hereby agrees to execute financing statements and other reasonable instruments necessary or desirable, in Landlord’s discretion, to perfect any security interest hereby created; and, in the event Tenant should fail or refuse to execute any such financing statements or instruments, Landlord shall be granted a limited power of attorney to execute such statements/instruments in the name and on behalf of Tenant and perfect Landlord’s security interest in the Security. The lien hereby created shall be in addition to any statutory lien granted under the laws of the State of Minnesota. No action by Tenant after final judgment for possession of the Premises shall reinstate this Lease, and Tenant waives any and all rights of redemption in the event Tenant is judicially dispossessed. Should Landlord elect not to exercise any of its rights in the event of default a Default, it shall occur not be deemed a waiver of such rights as to subsequent Defaults. No payment by Tenant or receipt by Landlord of a lesser amount than that stipulated to be paid shall be deemed to be anything other than a payment on account; nor shall any endorsement or statement on any check or letter accompanying any payment be deemed an accord and satisfaction; and Landlord may accept any payment without prejudice to Landlord’s right to recover the balance or pursue any other remedy under this Lease. Landlord reserves the right to apply any guaranty executed by monies received from Tenant, regardless of how designated, to any guarantor outstanding Rent, interest, late fees or other amounts then owed to Landlord under this Lease. All of the Obligations aforesaid rights of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty Landlord shall be repudiated in addition to any remedies which Landlord may have at law or terminated, including in equity; Landlord shall have the right to pursue any one or all of such remedies; and no election of remedy by operation of law; (H) A default or event of default Landlord shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach preclude Landlord from subsequently pursuing any of Landlord’s other remedies. Tenant shall pay all costs and attorney’s fees incurred by Landlord from enforcing the terms covenants of or not comply with such subordination agreementthis Lease.

Default. The occurrence 17.1 Upon the occurrence, at any time prior to or during the Term, of any one or more of the following shall constitute an Event events (referred to as, the “Events of Default hereunder.Default”): (Ai) Seller if Tenant shall default in the payment when due of any installment of Rent or in the payment when due of any additional rent, and such default shall continue for a period of seven (7) days after notice by Landlord to Tenant of such default; or (ii) if Tenant shall default in the observance or performance of any term, covenant or condition of this Lease on Tenant’s part to be observed or performed (other than the covenants for the payment of Rent and additional rent) and either (a) Tenant shall fail to remedy such default within ten (10) business days after notice by Landlord to Tenant of such default, or (b) if such default is of such a nature that it cannot be completely remedied within said period of ten (10) business days, Tenant shall not commence the cure of such default within said period of ten (10) business days, and thereafter fails to pay diligently prosecute to completion all steps-necessary to remedy such default and completely remedy such default within sixty (60) days (or such longer period as may be reasonably required to remedy such default as mutually agreed to) of the notice from Landlord; or (iii) if Tenant shall default in the observance or performance of any amount owed term, covenant or condition on Tenant’s part to Buyer be observed or performed under any other lease with Landlord or Landlord’s predecessor in interest of space in the Building and such default shall continue beyond any grace period set forth in such other lease for the remedying of such default; or (iv) if the Premises shall become deserted or abandoned; or (v) if Tenant’s interest in this Lease shall devolve upon or pass to any person, whether by operation of law or otherwise, except as and when duemay be expressly permitted under Article 12 hereof; or (Bvi) There if Tenant shall file a voluntary petition in bankruptcy or insolvency, or shall be commenced by adjudicated a bankrupt or against Seller insolvent, or shall file any voluntary petition or involuntary case answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the United States Bankruptcy Codepresent or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, or any shall make an assignment for the benefit of creditors, creditors or shall seek or consent to or acquiesce in the appointment of a any trustee, receiver or custodian for any liquidator of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value Tenant or of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables all or any Collateralpart of Tenant’s property; or (Evii) Seller shall breach any covenantif, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within ten thirty (1030) days after Buyer has given Seller oral the commencement of any proceeding against Tenant, whether by the filing of a petition or written notice thereof; providedotherwise, that if seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, such breach is incapable of being cured it proceeding shall constitute an immediate default hereunder; (F) Seller is not in compliance withhave been dismissed, or otherwise is in default underif, any term within thirty (30) days after the appointment of any documenttrustee, instrument receiver or agreement evidencing a debt, obligation or liability liquidator of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and severalTenant, or fixed or contingent, together with any and of all renewals and extensions of such debts, obligations and liabilities, or any part thereofof Tenant’s property, without the consent or acquiescence of Tenant, such appointment shall not have been vacated or otherwise discharged, or if any execution or attachment shall be issued against Tenant or any of Tenant’s property pursuant to which the Premises shall be taken or occupied or attempted to be taken or occupied; or (Gviii) An if within any twelve (12) consecutive calendar month period, Tenant shall have on three (3) or more occasions failed to pay Rent or additional rent when due hereunder, or Landlord has had grounds to commence more than two summary proceedings; then, upon the occurrence, at any time prior to or during the Term, of any one or more of such Events of Default, Landlord, at any time thereafter, at Landlord’s option, may give to Tenant a five (5) business days’ written notice of termination of this Lease and, in the event such notice is given, this Lease and the Term shall come to an end and expire (whether or not the Term shall have commenced) upon the expiration of default said five (5) business days with the same effect as if the date of expiration of said five (5) business days were the Expiration Date, but Tenant shall occur remain liable for damages as provided for in Article 18 hereof. 17.2 If, at any time, (i) Tenant shall be comprised of two (2) or more persons, or (ii) Tenant’s obligations under any guaranty executed this Lease shall have been guaranteed by any guarantor person other than Tenant, or (iii) Tenant’s interest in this Lease shall have been assigned, the word “Tenant”, as used in clauses (vi) and (vii) of Section 17.1, shall be deemed to mean any one or more of the Obligations of Seller to Buyer persons primarily or secondarily liable for Tenant’s obligations under this Agreement, Lease. Any monies received by Landlord from or on behalf of Tenant during the pendency of any material provision proceeding of the types referred to in said clauses (vi) and (vii) shall be deemed paid as compensation for the use and occupation of the Premises and the acceptance of any such guaranty compensation by Landlord shall for not be deemed an acceptance of Rent or a waiver on the part of Landlord of any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur rights under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementsaid Section 17.1.

Default. The occurrence (a) In the event of (i) Mortgagor’s default of prompt and punctual payment when due in the payment of any one amounts due under the Guarantee, or more (ii) any other “event of default” under the following Note, the Guarantee or any other document setting forth payment terms, or (iii) any other “event of default” under and as defined in the Note, Guarantee and Transaction Documents shall constitute an Event of Default hereunder. (A) Seller fails to pay any have occurred and be continuing, then in every such case the entire unpaid amount owed to Buyer as due under the Note may be declared immediately due and when due; (B) There payable at the Mortgagee’s option without prior notice. If such sums are not payable forthwith, the Mortgagee, at its sole discretion and option, may foreclose or enforce this mortgage lien by suit in rem in admiralty and the Mortgagee shall be commenced by or against Seller any voluntary or involuntary case under entitled to the United States Bankruptcy Code, or any assignment for the benefit of creditors, or appointment of a receiver or custodian receivers of the Vessel and the mortgaged property and the revenues thereof. The Mortgagor shall execute any documents requested by the Mortgagee to expedite the foreclosure proceedings. The Mortgagee shall shave the right to bid or purchase the Vessel in the foreclosure proceedings. (b) In case the Mortgagee shall have proceeded to enforce any right under this Mortgage by foreclosure and such proceedings have been discontinued or abandoned for any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assetsreason, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches shall have been determined adversely to the Purchased Receivables Mortgagee, then the Mortgagor and the Mortgagee shall be restored to their former positions. (c) No delay or omission of the Mortgagee in the exercise of any Collateral; (E) Seller right or power accruing upon any default shall breach impair any covenant, agreement, warrantysuch right or power, or representation set forth herein, and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term be construed as a waiver of any document, instrument such default or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, acquisition herein; and every power and remedy given herein may be exercised from time to time and as often as may be deemed expedient. (d) The remedies in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An the Mortgagee provided for herein shall not be construed to preclude the Mortgagee in the event of default shall occur under hereunder from enforcing any guaranty executed by any guarantor of other appropriate remedies against the Obligations of Seller to Buyer under this AgreementMortgagor or the Vessel, or any material provision from proceeding by suit as the Mortgagee may consider advisable to enforce the payment or performance of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementobligation secured hereby.

Default. The occurrence of If any one or more of the following events (hereafter called "Events of Default") shall constitute an Event of Default hereunder.occur: (Aa) Seller fails to pay If Borrower shall default in the payment of any amount owed to Buyer as principal or interest due under this Note when the same shall become due and when duepayable, whether at maturity or by acceleration or upon demand or otherwise; or (Bb) There If Borrower shall be commenced by or against Seller any voluntary or involuntary case under the United States Bankruptcy Code, or any make a general assignment for the benefit of creditors; or (c) If Borrower shall file a voluntary petition in bankruptcy, or shall be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal Bankruptcy Act or other applicable federal, state or other statute, law or regulation, or shall file any answer admitting the material allegation of a petition filed against Borrower in such proceeding, or shall seek or consent to or acquiesce in the appointment of a any trustee, receiver or custodian for liquidator of Borrower of all or any substantial part of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value properties of its assetsBorrower, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment Borrower shall commence the winding up or the like is issued against dissolution or attaches to the Purchased Receivables or any Collateralliquidation of Borrower; or (Ed) Seller shall breach any covenantIf, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within ten sixty (1060) days after Buyer has given Seller oral a court of competent jurisdiction shall have entered an order, judgment or written notice thereof; provideddecree approving any complaint or petition against Borrower seeking reorganization, that if dissolution or similar relief under the present or any future Federal Bankruptcy Act or other applicable federal, state or other statute, law or regulation, such breach is incapable of being cured it order, judgment or decree shall constitute an immediate default hereunder; (F) Seller is not in compliance withhave been dismissed or stayed pending appeal, or otherwise is in default underif, any term within sixty (60) days after the appointment, without the consent or acquiescence of Borrower, of any documenttrustee, instrument receiver or agreement evidencing a debt, obligation liquidator of Borrower or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer all or any division substantial part of the properties of Borrower, such appointment shall not have been vacated or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and severalstayed pending appeal, or fixed or contingentif, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; within sixty (G60) An event of default shall occur under any guaranty executed by any guarantor of days after the Obligations of Seller to Buyer under this Agreement, or any material provision expiration of any such guaranty stay, shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of lawnot have been vacated; or (He) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall If Borrower should breach any of the covenants, representations, warranties, terms or conditions of this Note, the Credit Agreement, the Stock Purchase Agreement, the Security Agreement or not comply with the Collaboration Agreement, or contained in any statement or certificate at any time given or made to Holder pursuant thereto or in connection therewith, and in the case of any breach of any representations, warranties or covenants in the Stock Purchase Agreement or the Collaboration Agreement capable of cure, such subordination agreementbreach shall continue for thirty (30) days after notice thereof from the Holder to Borrower; then, and in each and every such case, Holder may by notice in writing to Borrower declare all amounts under this Note to be forthwith due and payable and thereupon the balance shall become so due and payable, without presentation, protest or further demand or notice of any kind, all of which are hereby expressly waived.

Default. The occurrence A. Landlord may terminate the term of this lease on notice to Tenant: (a) if fixed annual rent or additional rent or any other payment due hereunder is not paid within three (3) business days when due or if Landlord shall receive rent after the date when first due three (3) times within any twelve-month period (which shall be deemed to be a persistent default or behavior); or (b) if the Guarantor (as hereinafter defined), if any, defaults under the Guarantee (as hereinafter defined); or (c) unless otherwise specified elsewhere in this lease, if Tenant shall have failed to cure a default in the performance of any one covenant of this lease (except the payment of rent), or more any rule or regulation hereinafter set forth, within thirty (30) days after written notice thereof from Landlord, or if such default cannot be completely cured in such time, if Tenant shall not promptly proceed to cure such default within said thirty (30) days, or shall not complete the curing of the following shall constitute an Event of Default hereunder. such default with due diligence; or (Ad) Seller fails to pay any amount owed to Buyer as and when due; irrespective that Tenant’s interest in this lease may have been assigned (B) There with or without Landlord’s consent [if permitted herein or by law]), if a petition in bankruptcy shall be commenced filed by or against Seller any voluntary Tenant or involuntary case under the United States Bankruptcy Code, or any if Tenant shall make a general assignment for the benefit of creditors, or appointment receive the benefit of any insolvency or reorganization act; or (e) if a receiver or custodian trustee is appointed for any portion of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, Tenant’s property and the same such appointment is not cured vacated within twenty (20) days; or (f) if an execution or attachment shall be issued under which the premises shall be taken or occupied or attempted to Buyer's satisfaction within be taken or occupied by anyone other than Tenant; or (g) if the premises become and remain vacant or deserted for a period over ten (10) days following Tenant’s initial move-in; or (h if Tenant shall fail to move into or take possession of the premises within fifteen (15) days after Buyer has given Seller oral commencement of the term of this lease; or written (i) if Tenant shall have made a material misrepresentation herein; or (j) there shall occur any breach of Section 1.B hereof or any equity owner, member, manager, director, executive officer or other principal of Tenant engaging in any activity or conduct described in items (i) and (ii) of Section 1.B hereof. Notwithstanding anything herein to the contrary set forth, Tenant shall not commit waste or cause any damage to any portion of the Building irrespective of whether within or without the demised premises. The willful infliction of damage on any property or the intentional or repetitive interference with the quiet enjoyment by any other occupant of the Building shall be deemed to be a conditional limitation of the term of this lease. Tenant shall not create any nuisance or other disturbance within the Building. B. The termination of the term of this lease (which shall include, without limitation, any rights of renewal or extension thereof) shall be effective on the third (3rd) day following the notice thereoffirst referred to in the preceding paragraph without the need for any further act and thereupon this lease shall terminate as completely as if that were the date originally fixed for the expiration of the term of this lease; but Tenant shall remain liable as hereinafter provided, and Landlord may institute summary or other proceedings to repossess the premises or re-enter and take possession of the premises by the exercise of self-help (which Tenant hereby expressly consents to) or any other means permitted by law. TENANT HEREBY EXPRESSLY WAIVES THE BENEFITS OF ANY LAW, STATUTE OR OTHER LEGAL AUTHORITY REQUIRING A PERIOD OF TIME (SUCH AS 5 DAYS) TO BE ADDED TO THE TIME REQUIRED HEREIN TO BE GIVEN FOR NOTICES. “Re-enter” and “re-entry” as used in this lease’s resort are not restricted to their technical legal meanings and include, without limiting the foregoing, Landlord’s right to self-help, self-help being expressly permitted hereby. C. Tenant acknowledges and agrees that if such breach is incapable all notices of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, and demands for the payment of rent or otherwise is in default under, any term performance of any document, instrument other obligation shall be sent or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingentdelivered to the demised premises, together with any the copies provided in Article 27, and all renewals and extensions notwithstanding that Tenant may have another office or place of such debtsbusiness (of which Landlord may have actual knowledge) or may have vacated the demised premises, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreement, or any material provision delivery of any such guaranty shall for any reason cease notice or demand or delivery of service of process to be valid or enforceable or any such guaranty the demised premises shall be repudiated sufficient for all purposes (including, without limitation, obtaining jurisdiction over [and entry of judgment against] Tenant in any action or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementproceeding).

Default. The occurrence of any one or more of the following shall constitute an Event of Default hereunder. (A) Seller fails to pay any amount owed to Buyer as and when due; ; (B) There shall be commenced by or against Seller any voluntary or involuntary case under the United States Bankruptcy Code, or any assignment for the benefit of creditors, or appointment of a receiver or custodian for any of of, its assets; ; (C) Seller shall become insolvent in that its debts are greater than the fair value of its booked & unbooked/intangible assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; ; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; ; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's Buyers satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; ; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; ; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; ; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreement.

Default. The occurrence of any one or more Each of the following events shall constitute be an “Event of Default Default” hereunder.: (Aa) Seller fails if Company shall fail to pay timely any amount owed of the principal or interest due under this Note on the date the same becomes due and payable and such default is not cured within five (5) days following written notice thereof by Seller to Buyer as Company; (b) if Company shall fail to perform, in the time and when due; (B) There shall be commenced by manner required, any of its obligations or against Seller any voluntary or involuntary case under the United States Bankruptcy Codecovenants under, or shall fail to comply with any of the provisions of, this Note, which does not involve the failure to make a payment when due (be it principal or interest), and such default is not cured within thirty (30) days following written notice thereof by Seller to Company; (c) if a default or event of default with respect to any Senior Debt (as defined in Section 12 below) has occurred and is continuing and the holders of such Senior Debt have accelerated the maturity of such Senor Debt; (d) if any member of HoldCo Group files any petition or commences any case or other proceeding with respect thereto for relief under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, liquidation, or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors, or appointment of a receiver admits in writing its inability to pay or custodian for any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying fails to pay its debts as they mature or become due due, or takes any corporate action in furtherance of any of the foregoing; or (e) if an involuntary petition is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables filed or any Collateral; case or other proceeding is commenced against any member of HoldCo Group (Eunless such petition is dismissed or discharged within ninety (90) Seller shall breach days) under any covenantbankruptcy, agreementreorganization, warrantyarrangement, or representation set forth hereininsolvency, and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable adjustment of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation liquidation or liability of any kind or character of Seller, moratorium statute now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and severaleffect, or fixed a custodian, receiver, trustee, liquidator, assignee for the benefit of creditors (or contingentother similar official) is applied for or appointed for any member of HoldCo Group or is applied for or appointed to take possession, together with custody or control of any and all renewals and extensions property of such debts, obligations and liabilities, or any part thereof; (G) An event member of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementHoldCo Group.

Default. The occurrence If and whenever: (a) the Lessee shall be in default in the payment of any one money, whether hereby expressly reserved or more of the following shall constitute an Event of Default hereunder. (A) Seller fails to pay any amount owed to Buyer deemed as and when due; (B) There shall be commenced by or against Seller any voluntary or involuntary case under the United States Bankruptcy Coderent, or any assignment part thereof, and such default shall continue for three (3) days following any specific due date on which the Lessee is to make such payment or, in the absence of such specific due date, for the three (3) days following written notice by the Lessor requiring the Lessee to pay the same; or (b) the Lessee’s leasehold interest hereunder, or any goods, chattels or, equipment of the Lessee located in the Leased Premises shall be taken or seized in execution or attachment, or if any writ of execution shall issue against the Lessee and not be discharged within twenty-one (21) days of its issuance, or the Lessee shall become insolvent or commit an act of bankruptcy or become bankrupt or take the benefit of creditorsany Act that may be in force for bankrupt or insolvent debtors or become involved involuntary or involuntary winding up, dissolution or liquidation proceedings, or appointment of if a receiver or custodian receiver and manager shall be appointed for the affairs, business, property or revenues of the Lessee; or (c) the Lessee shall fail to commence, diligently pursue and complete the Lessee’s work to be performed pursuant to any agreement to lease pertaining to the Leased Premises or other agreement signed by the parties or fail to open for business when required by the provisions of this Lease, or vacate or abandon the Leased Premises or fail or cease to operate pursuant to the provisions of this Lease or otherwise cease to conduct business from the Leased Premises, or use or permit or suffer the use of the Leased Premises for any purposes other than as allowed pursuant to this Lease, or fail to remedy or rectify any act or omission hereunder, or if the Lessee should move or commence, attempt or threaten to move its goods, chattels and equipment out of the Leased Premises other than in the routine and ordinary course of its business; or (d) the Lessee or any agent of the Lessee falsifies any report or statement required to be furnished to the Lessor or anyone else pursuant to this Lease; or (e) the Lessee makes a sale in bulk of any of its assets, wherever situated (other than a bulk sale made to an Assignee or Sublessee pursuant to a permitted assignment or subletting hereunder and pursuant to the Bulk Sales Act of Alberta); or (Cf) Seller shall become insolvent in that its debts are greater than the fair value of its assetsLessee abandons or attempts to abandon the Leased Premises, or Seller is generally sells or disposes of the trade fixtures, goods or chattels of the Lessee or removes them from the Leased Premises so that there would not paying its debts as they become in the event of such sale or disposal be sufficient trade fixtures, goods or chattels of the Lessee on the Leased Premises subject to distress to satisfy all rent due or is left with unreasonably small capitalaccruing hereunder for a period of at least three (3) months; or (Dg) Any involuntary lienthe Leased Premises become and remain vacant for a period of five (5) consecutive days or are used by any persons other than such as are entitled to use them hereunder; or (h) the Lessee assigns, garnishmenttransfers, attachment encumbers, sublets or permits the occupation or use or the like is issued against parting with or attaches to the Purchased Receivables sharing possession of all or any Collateralpart of the Leased Premises by anyone except in a manner permitted by this Lease; or (Ei) Seller re-entry is permitted under any other term of this Lease; or (j) the Lessee shall breach not observe, perform and keep each and every of the covenants, agreements, stipulations, obligations, conditions and other provisions of this Lease to be observed, performed and kept by the Lessee and shall persist in such default, in the case of monetary payments, beyond the ten (10) day period stipulated in paragraph (a) — aforesaid or, in the case of any covenantother default, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within after ten (10) days after Buyer has given Seller oral or following written notice thereoffrom the Lessor requiring that the Lessee remedy, correct or comply or, in the case of any such default which would reasonably require more than ten(10) days to rectify, unless the Lessee shall commence rectification within the said ten (10) day notice period and thereafter promptly and diligently and continuously proceed with the rectification of any such default; then, and in each of such cases, and at the option of the Lessor and in addition to any other rights or remedies the Lessor may have pursuant to this Lease or at law, the Lessor may, immediately re-enter upon the Leased Premises and may expel all occupants thereof and remove all property from the Leased Premises and such property may be removed and sold or disposed of by the Lessor in such manner as it deems advisable, including by private sale, or may be stored in a public warehouse or elsewhere at the cost and for the account of the Lessee, all without service of notice or resort to legal process and without the Lessor being considered guilty of trespass or becoming liable for any loss or damage which may be occasioned thereby. If the Lessor elects to re-enter the Leased Premises as herein provided, that or if it takes possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease or it may from time to time without terminating this Lease, make such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not alterations and repairs as are necessary in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilitiesorder to relet the Leased Premises, or any part thereof; , for such term or terms (Gwhich may be for a term extending beyond the Term) An event of default shall occur under any guaranty executed by any guarantor of and at such rent and upon such other terms, covenants and conditions as the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementLessor in its sole discretion considers advisable.

Default. The occurrence of If any one or more of the following events (hereafter called "Events of Default") shall constitute an Event of Default hereunder.occur: (Aa) Seller fails to pay If Borrower shall default in the payment of any amount owed to Buyer as principal or interest due under this Note when the same shall become due and when duepayable, whether at maturity or by acceleration or upon demand or otherwise; or (Bb) There If Borrower shall be commenced by or against Seller any voluntary or involuntary case under the United States Bankruptcy Code, or any make a general assignment for the benefit of creditors; or (c) If Borrower shall file a voluntary petition in bankruptcy, or shall be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal Bankruptcy Act or other applicable federal, state or other statute, law or regulation, or shall file any answer admitting the material allegation of a petition filed against Borrower in such proceeding, or shall seek or consent to or acquiesce in the appointment of a any trustee, receiver or custodian for liquidator of Borrower of all or any substantial part of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value properties of its assetsBorrower, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment Borrower shall commence the winding up or the like is issued against dissolution or attaches to the Purchased Receivables or any Collateralliquidation of Borrower; or (Ed) Seller shall breach any covenantIf, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within ten sixty (1060) days after Buyer has given Seller oral a court of competent jurisdiction shall have entered an order, judgment or written notice thereof; provideddecree approving any complaint or petition against Borrower seeking reorganization, that if dissolution or similar relief under the present or any future Federal Bankruptcy Act or other applicable federal, state or other statute, law or regulation, such breach is incapable of being cured it order, judgment or decree shall constitute an immediate default hereunder; (F) Seller is not in compliance withhave been dismissed or stayed pending appeal, or otherwise is in default underif, any term within sixty (60) days after the appointment, without the consent or acquiescence of Borrower, of any documenttrustee, instrument receiver or agreement evidencing a debt, obligation liquidator of Borrower or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer all or any division substantial part of the properties of Borrower, such appointment shall not have been vacated or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and severalstayed pending appeal, or fixed or contingentif, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; within sixty (G60) An event of default shall occur under any guaranty executed by any guarantor of days after the Obligations of Seller to Buyer under this Agreement, or any material provision expiration of any such guaranty stay, shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of lawnot have been vacated; or (He) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall If Borrower should breach any of the covenants, representations, warranties, terms or conditions of this Note, the Credit Agreement, the Stock Purchase Agreement, the Security Agreement or not comply with the Collaboration Agreement, or contained in any statement or certificate at any time given or made to Holder pursuant thereto or in connection therewith, and in the case of any breach of any representations, warranties or covenants in the Stock Purchase Agreement or the Collaboration Agreement capable of cure, such subordination agreement.breach shall continue for thirty (30) days after notice thereof from the Holder to Borrower;

Default. The If Applicant defaults under this Agreement, MRM may, at its option and without notice, declare the entire unpaid balance owed by Applicant under this agreement to be immediately due and payable or terminate the credit privileges of Applicant under this Agreement, or both. This occurrence of any one or more of the following shall constitute an Event of Default hereunder. constitutes a default under this Agreement: (Aa) Seller Applicant fails to pay fulfill any amount owed to Buyer as and when dueobligation or breaches any provision of this agreement; (Bb) There shall be commenced by Applicant or against Seller any voluntary guarantor of Applicant's indebtedness under this Agreement expires, tenninates existence, abandons its business, becomes insolvent, becomes the subject of bankruptcy, receivership or involuntary case under the United States Bankruptcy Codesimilar proceedings, or any makes a general assignment for the benefit of creditors; (c) any information now or hereafter supplied or representation now or hereafter made by or on behalf of Applicant to MRM is, or appointment of a receiver is believed in good faith by MRM to be inaccurate, incomplete or custodian for false in any of its assetsmaterial respect; (Cd) Seller shall become insolvent in any collateral that its debts are greater than the fair value of its assetsis security for Applicant's indebtedness under this agreement is lost, suffers material damage or Seller destruction, is generally levied upon, becomes subject to a receivership or cannot paying its debts as they become due or is left with unreasonably small capital; be located within five (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within ten (105) days after Buyer has given Seller oral or written notice thereof; provided, that if MRM demands to inspect such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyercollateral; or (Ie) Any creditor any other event that has entered into a subordination agreement with Buyer shall breach causes MRM, in good faith, to deem itself insecure or to believe that the prospect of payment to MRM by Applicant is materially reduced. Binding Agreement, No Assig nment: This Agreement inures, to the benefit of MRM, its successors and assigns and is binding upon Applicant's heirs, legatees, devisees, personal representatives, successors and permitted assigns. Applicant may not assign or transfer this Agreement without the prior written consent of MRM. Waivers: MRM may, at its option, not object to an act or omission by Applicant or permit Applicant to remedy any default under the Agreement without MRM waiving the default so remedied or any other default by Applicant. Applicant waives notice of the terms default of or not comply with such subordination agreementthis Agreement and waives presentment, demand, protest and notice of dishonor.

Default. The occurrence following events shall be deemed to be events of default under this Lease: (a) Tenant shall fail to pay when due any one or more sum of money becoming due to be paid to Landlord hereunder, whether such sum be any installment of the following shall constitute an Event of Default rent herein reserved, any other amount treated as additional rent hereunder. (A) Seller fails to pay any amount owed to Buyer as and when due; (B) There shall be commenced by or against Seller any voluntary or involuntary case under the United States Bankruptcy Code, or any other payment or reimbursement to Landlord required herein, whether or not treated as Additional Rent hereunder, and such failure shall continue for a period of ten (10) days following written notice, from Landlord that such payment was due; provided, however, that Landlord shall only be required to give notice of such failure to pay the same obligation hereunder two (2) times in any twelve (12) month period; or (b) Tenant shall fail to comply with any term, provision or covenant of this Lease other than by failing to pay when or before due any sum of money becoming due to be paid to Landlord hereunder, and shall not cure such failure within thirty (30) days after receipt by Tenant of written notice thereof provided that if such failure to comply cannot reasonably be cured within thirty (30) days, Tenant shall not be in default hereunder so long as Tenant initiates such, compliance within thirty (30) days and pursues such compliance diligently to completion thereafter; or (c) Tenant shall abandon or vacate any substantial portion of the Premises; or uses or occupies the Premises in a manner or for such a purpose which is not consistent with the approved Use, or without Landlord’s prior written consent, Tenant removes or attempts to remove or manifests an intention to remove any or all of Tenant’s property from the Premises otherwise than in the ordinary and usual course of business; or (d) Tenant shall fail to vacate the Premises immediately upon termination of the Lease, by lapse of time or otherwise, or upon termination of Tenant’s right to possession only; or (e) The leasehold interest of Tenant shall be levied upon under execution or be attached by process of law or Tenant shall fail to contest diligently the validity of any lien or claimed lien and give sufficient security to Landlord to insure payment thereof or shall fail to satisfy any judgment rendered thereon and have the same released or transferred to other security, and such default shall continue for twenty (20) days after receipt of written notice thereof by Tenant; or (f) Tenant shall become insolvent, admit in writing its inability to pay its debts generally as they become due, file a petition in bankruptcy or a petition to take advantage of any insolvency statute, make an assignment for the benefit of creditors, make a transfer in fraud of creditors, apply for or consent to the appointment of a receiver of itself or custodian for of the whole or any substantial part of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assetsproperty, or Seller is generally not paying its debts file a petition or answer seeking reorganization or arrangement under the federal, bankruptcy laws, as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not now in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now effect or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilitiesamended, or any part other applicable law or statute of the United States or any state thereof; or (Gg) An event A court of default competent jurisdiction shall occur under any guaranty executed by any guarantor enter an order, judgment or decree adjudicating Tenant a bankrupt, or appointing, a receiver of Tenant, or of the Obligations whole or any substantial part of Seller to Buyer its property, without the consent of Tenant, or approving a petition filed against Tenant seeking reorganization or arrangement of Tenant under this Agreementthe bankruptcy laws of the United States, as now in effect or hereafter amended, or any material provision state thereof and such order, judgment or decree shall not be vacated or set aside or stayed within thirty (30) days from the date of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of lawentry thereof; or (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (Ih) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms events described in subparagraphs (f) and (g) immediately above occur as to any guarantor or surety of Tenant’s performance under this Lease, or not comply with such subordination guarantor or surety defaults on any provision under its guaranty or suretyship agreement, and Tenant fails, within thirty (30) days of such event, to provide equivalent, alternative security reasonably acceptable to Landlord.

Default. The occurrence of any Any one or more of the following events shall constitute an Event events of Default hereunderdefault. (Aa) Seller fails Tenant's failure to pay make payment of rent when the same is due and payable and the continuance of such failure for a period of ten (10) days after mailing by certified mail or delivery to Tenant of notice in writing from Landlord specifying in detail the nature of such failure; or, (b) Tenant's failure to perform any amount owed of the other covenants, conditions, and agreements imposed by it under this Lease and the continuance of such failure without the curing of same for a period of thirty (30) days after mailing by certified mail or delivery to Buyer Tenant of notice in writing from Landlord specifying in detail the nature of such failure and provided Tenant shall not cure said failure as and when due; provided in paragraph (Bd) There shall be commenced by or against Seller any voluntary or involuntary case under the United States Bankruptcy Codebelow, or, (c) The adjudication of Tenant as a bankrupt, or the appointment of a receiver or trustee for Tenant's property and affairs, or the making by Tenant of any assignment for the benefit of creditors, its creditors or appointment the filing by or against Tenant of a receiver petition in bankruptcy not vacated or custodian for any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction aside within ten (10) days after Buyer has given Seller oral of such filing. In the event of default, the Landlord, in addition to any other right or remedy it may have with respect to such default, may upon ten (10) days written notice, terminate this Lease for cause and re-enter the Premises and take possession of the same, or, at its option, in such event Landlord may, without declaring this Lease terminated, re-enter the Premises and occupy or lease the whole or any part thereof, for and on account of Tenant and on such terms and conditions for such rental as Landlord may deem proper based on reasonable business practices, and Landlord shall in such event collect such rent and apply the same upon the rents due from Tenant and upon the expenses of such subletting, and any and all other damages sustained by Landlord. In the event of default, Landlord shall exercise reasonable efforts to mitigate damages hereunder and to re-let the Premises, but Landlord's failure to re-let or sublet the Premises shall not prevent or delay the exercise by Landlord, at its option, of its right to recover as damages rents due and owing for the remainder of the term, together with all costs and expenses of collecting the same, subject to Landlord's obligation to repay or credit the Tenant with all recoveries made by Landlord. Upon the occurrence of any of the above events of default, Landlord may, at its option, give Tenant written notice thereofby certified mail of Landlord's election to end the term of this Lease upon a date specified in such notice, which date shall be not less than thirty (30) days after the date of delivery or certified mailing by Landlord of such notice, and whereupon the term and estate hereby vested in Tenant shall cease and any and all other right, title and interest of Tenant hereunder shall likewise cease without further notice or lapse of time as fully and with like effect as if the entire term of this Lease had elapsed, but Tenant shall continue to be liable to Landlord as hereinafter set forth; provided, that this Lease shall not terminate if Tenant shall cure such breach is incapable default prior to the termination date specified in such notice. (d) In the event Landlord gives notice of being cured it shall constitute an immediate a default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debtsa nature (other than a default which may be cured by a payment of money) that it cannot be cured within such thirty (30) day period, obligations and liabilities, or any part thereof; (G) An event of then such default shall occur not be deemed to continue so long as Tenant, after receiving such notice, proceeds diligently and continuously to cure the default as soon as reasonably possible and continues to take all steps necessary to complete the same within a period of time which, under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty all prevailing circumstances shall be repudiated or terminated, including by operation of law; (H) A default or event of reasonable. No default shall occur under any agreement between Seller be deemed to continue if, and any creditor of Seller that has entered into a subordination agreement with Buyer; so long as, Tenant shall be so proceeding to cure the same in good faith or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of be delayed in or prevented from curing the terms of or not comply with such subordination agreementsame by Force Majeure.

Default. The occurrence provisions of Section 3 notwithstanding, in the event of default, the ▇▇▇▇▇ Board of Directors may declare the entire unpaid amount of indebtedness evidenced by this Note, including interest, immediately due and payable. A default hereunder shall preclude further participation by the Fellow in the South Carolina Teaching Fellows Program. The following events in addition to those otherwise set forth herein and not by way of limitation, shall be considered a default hereunder: a) Failure to meet required GPA and credit hours; b) Failure to maintain satisfactory progress toward graduation with licensure to teach as defined by the institution and State of South Carolina; c) Failure to comply with any one or more of the following shall constitute an Event of Default hereunder.terms and conditions stated herein; (Ad) Seller fails Failure to pay any amount owed pursue a full-time program in teacher education or course work leading to Buyer as and when due; (B) There shall be commenced by or against Seller any voluntary or involuntary case under the United States Bankruptcy Codeteacher certification, or permanent withdrawal from college for any reason; e) Failure to be admitted to the college’s teacher education program by the junior year; f) Withdrawal or expulsion from the college or university; g) Failure to notify ▇▇▇▇▇ of a change in the Fellow’s name, address, telephone number or school enrollment status within thirty (30) days of the change; h) Failure to notify ▇▇▇▇▇ in writing within ninety (90) days of the Fellow’s graduation of the Fellow’s intentions concerning forgiveness of the indebtedness evidenced by this Note; i) Insolvency, assignment for the benefit of creditors, creditors or appointment the filing of a receiver petition in bankruptcy by or custodian on behalf of the Fellow; j) Use of the proceeds of this Note for any other than payment of its assets; (C) Seller shall become insolvent costs of attendance at an institution of higher education participating in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (DSouth Carolina Teaching Fellows Program; k) Any involuntary lienrepresentation, garnishmentwarranty or statement made or furnished to ▇▇▇▇▇ by or on behalf of the Fellow in connection with this Note proving to have been false in any material respect when made or furnished; l) Failure to perform any obligation, attachment liability or the like is issued against agreement contained or attaches referred to herein, including adherence to the Purchased Receivables Repayment Schedule; m) Conviction or plea of guilty of a felony or other crime other than minor traffic violations. n) Failure to make a payment when due. o) Determination that the Fellow is illegally within the United States. Failure of the ▇▇▇▇▇ Board of Directors or any Collateral; (E) Seller subsequent holder of this Note to exercise any option available to said holder shall breach not constitute a waiver of the right to exercise such option in the event of a future default. No delay or omission on the part of the ▇▇▇▇▇ Board of Directors or any covenantsubsequent holder of this note in exercising any right hereunder shall operate as a waiver of such right or of any other right of such holder nor shall any delay, agreementomission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion. Upon default, warranty▇▇▇▇▇ will notify the Fellow, or representation set forth hereinin writing, of such default. The notice of default will be by certified mail, return receipt requested, and regular U.S. mail addressed to the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral Fellow at the last address on file with ▇▇▇▇▇. Refusal or written notice thereof; provided, non-delivery at that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty address shall be repudiated or terminateddeemed delivery after seven (7) days. Upon default, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller ▇▇▇▇▇ may disclose that the Fellow has defaulted, along with other relevant information, to the surety and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementto credit bureau organizations.

Default. The occurrence of any Any one or more of the following shall constitute an "Event of Default hereunder.Default" under this Lease: (Aa) Seller fails failure of Tenant to pay any amount owed Rent, Additional Rent or other charge due hereunder within ten (10) days after receipt by Tenant of written notice that the same has not been paid; or , (b) Tenant's failure to Buyer as perform any other of the terms, conditions or covenants of this Lease to be observed or performed by Tenant for more than thirty (30) days after receipt of written notice thereof; or, if such performance cannot reasonably be completed within said thirty (30)days, failure to commence the performance within said thirty (30) days and when due; pursue the same diligently to completion, or , (Bc) There if Tenant shall be commenced by file or have filed against Seller it any voluntary bankruptcy proceedings, or involuntary case under take or have taken against it in any court pursuant to any statute, either of the United States Bankruptcy Codeor of any state, a petition of bankruptcy or insolvency, or any for reorganization or for the appointment of a receiver or trustee of all or a portion of Tenant's property, or if Tenant makes an assignment for the benefit of creditors, or appointment of a receiver petitions for or custodian for any of its assetsenters into an arrangement; (C) Seller and shall become insolvent in that its debts are greater than the fair value of its assetsnot withdraw, or Seller is generally not paying its debts have withdrawn, said filing or petition within sixty (60) days of the date of filing; or , (d) if Tenant shall abandon the Leased Premises (other than during periods of repair or renovation, or as they become a result of casualty, force majeur, or other events beyond the reasonable control of Tenant) and shall fail to pay sums due hereunder in a timely manner, or is left with unreasonably small capital; (D) Any involuntary liensuffer this Lease to be taken under any writ of execution. If an Event of Default occurs, garnishmentthe Landlord shall, attachment upon proper observance of all requirements of law, have the right to enter the Leased Premises and take possession thereof and of all permanent improvements thereon and may remove all persons and property from the Leased Premises by force, summary action, or otherwise, and such property may be removed and stored in a public warehouse or elsewhere at the like is issued against or attaches cost of and for the account of Tenant. Tenant agrees to quit and deliver up possession of the Property, including permanent improvements to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenantProperty, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under when this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementLease terminates.

Default. Upon the occurrence of any Event of Default (defined below), BLC Holdings shall have the affirmative obligation to notify PSLT-BLC Holdings as soon as it knows of any such event. The occurrence of any one or more of the following events shall constitute an "Event of Default hereunder.Default" under this Agreement, and in connection therewith, PSLT-BLC Holdings shall have the right to exercise any rights or remedies available in this Agreement, at law or in equity: (Ai) Seller fails Any default by any of the Brookdale Lessees under the terms of their respective Property Leases with the Provident Lessors, and the continuation of such default beyond any applicable notice and cure period therefor; (ii) BLC Holdings' failure to pay and contribute to the applicable Brookdale Lessee(s) and to cause such applicable Brookdale Lessee(s) to remit such sums to the applicable Provident Lessor(s), when due hereunder, any amount owed of the Brookdale Rent Payments (whether due to Buyer a Wrongful Distribution or otherwise) and such failure is not cured within five (5) Business Days; (iii) BLC Holdings' failure to perform any other of the terms, covenants or conditions contained in this Agreement if not remedied within thirty (30) days after receipt of Notice thereof, or, if such default cannot reasonably be remedied within such period, BLC Holdings does not within thirty (30) days after Notice thereof commence such act or acts as and when due; (B) There shall be commenced by necessary to remedy the default and shall not thereafter diligently complete such act or against Seller any voluntary acts within a reasonable time, provided, however, in no event shall such cure period extend beyond one hundred eighty (180) days after Notice thereof; (iv) if (w) BLC Holdings or involuntary case under the United States Bankruptcy CodeGuarantor becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, or (x) any of the foregoing are filed against BLC Holdings or Guarantor and such petition or appointment shall not have been set aside within ninety (90) days from the date of such petition or appointment, or (y) BLC Holdings or Guarantor makes an assignment for the benefit of creditorscreditors or shall admit in writing its inability to pay its debts generally as they become due, or appointment (z) BLC Holdings' or Guarantor's interest in all or portion of a receiver the Total Revenues is attached, levied upon, seized or custodian for made subject to any other judicial seizure and such seizure or attachment is not discharged within ninety (90) days; (v) if either of BLC Holdings or Guarantor is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or in any manner permits the sale or divestiture of substantially all of its assets; ; (Cvi) Seller a default occurs under Paragraph 6; (vii) Intentionally Omitted; (viii) if any material representation or warranty made by or on behalf of BLC Holdings under this Agreement shall become insolvent prove to be false or misleading in that its debts are greater than any material respect on the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, date when made and the same is not cured has a material adverse affect on the financial condition of BLC Holdings or BLC Holdings' ability to Buyerperform under this Agreement or the Lease Guaranty (as defined in the Property Leases); (ix) if any material representation or warranty made by or on behalf of Guarantor under the Guaranty shall prove to have been false or misleading in any material respect on the date when made and the same has a material adverse affect on the financial condition of Guarantor or Guarantor's satisfaction within ability to perform under the Guaranty; (x) Intentionally Omitted; (xi) the issuance or entry against Guarantor of any final, unappealable award or judgment (after any applicable appeal periods have expired) in an amount of Five Million Dollars ($5,000,000.00) or more, and such award or judgment shall continue unsatisfied and in effect for a period of ten (10) consecutive days after Buyer has given Seller oral without BLC Holdings demonstrating, to PSLT-ALS Holdings' reasonable satisfaction, that an insurance policy exists that would cover such award or written notice thereofjudgment; (xii) if the Net Worth of Guarantor declines below Seventy Five Million Dollars ($75,000,000); provided, however, that if BLC Holdings shall have the right to cure such breach is incapable Event of being cured it Default by depositing and maintaining with PSLT-BLC Holdings cash or a Letter of Credit in the amounts set forth below (which cash or Letter of Credit shall constitute an immediate default hereunder; (Fbe in addition to the amounts required to be maintained hereunder pursuant to Paragraph 33 hereof) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint as security for the performance and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed observance by any guarantor BLC Holdings of the Obligations terms, conditions and provisions of Seller to Buyer under this Agreement, and which may be drawn upon or applied, as the case may be, in accordance with the provisions of Paragraph 33(a) hereof: (A) in an amount equal to one (1) month of Current Lease Payments if Guarantor's Net Worth is less than $75,000,000 but is equal to or greater than $50,000,000 (the "$50,000,000 Threshold") (B) in an amount equal to three (3) months of Current Lease Payments if Guarantor's Net Worth is less than $50,000,000 but is equal to or greater than $25,000,000 (the "$25,000,000 Threshold"); and (C) in an amount equal to six (6) months of Current Lease Payments if Guarantor's Net Worth is less than $25,000,000 but is equal to an amount greater than $0, it being intended that if Guarantor's Net Worth is equal to, or declines below, $0, then BLC Holdings shall have no further cure rights under this Paragraph, and an Event of Default shall be deemed to have occurred; If BLC Holdings maintains a Net Worth at least equal to the $25,000,000 Threshold for two (2) consecutive calendar quarters, then the cash or the Letter of Credit, as applicable, deposited under this Paragraph, in an amount equal to three (3) months of Current Lease Payments (or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty portion thereof remaining) shall be repudiated returned to BLC Holdings. If BLC Holdings maintains a Net Worth at least equal to the $50,000,000 Threshold for two (2) consecutive calendar quarters, then the cash or terminatedthe Letter of Credit, including by operation as applicable, deposited under this Paragraph, in an amount equal to two (2) months of law; Current Lease Payments (Hor the unapplied portion thereof) A default shall be returned to BLC Holdings. If BLC Holdings maintains a Net Worth of at least $75,000,000 for two (2) consecutive calendar quarters, then the cash or event the Letter of default Credit, as applicable, deposited under this Paragraph, in an amount equal to one (1) month of Current Lease Payments (or the unapplied portion thereof) shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach be returned to BLC Holdings. If BLC Holdings fails to maintain any of the terms thresholds with respect to Net Worth as described in the immediately preceding sentences, then PSLT-BLC Holdings shall be entitled to retain the cash or Letter of Credit deposited under this Paragraph 7(a)(xii) until the end of the Term hereof, and, upon BLC Holdings' performance of all of its obligations hereunder and the performance by all of the Brookdale Lessees of their respective obligations under their applicable Property Leases, PSLT-BLC Holdings shall return such cash or Letter of Credit (or any portion thereof remaining) to BLC Holdings within twenty (20) Business Days after the expiration of the Term or sooner termination of this Agreement (other than a termination which results from an Event of Default). Any cash deposited under this Paragraph 7(a)(xii) shall be held in a segregated bank account and shall be invested in Permitted Investments. BLC Holdings shall be responsible for the payment of any federal, state or local income tax earned from Permitted Investments. (xiii) if any audit or the financial statements of Guarantor contain a qualified opinion regarding Guarantor's ability to continue operations as a "going concern"; or (xiv) if Guarantor fails to perform any of the terms, covenants or conditions contained in the Guaranty beyond any applicable notice and cure periods set forth therein. Notwithstanding anything to the contrary set forth in this Paragraph 7(a), as to any Facility that is encumbered by one or more Facility Mortgages (any such encumbered Facility, an "Applicable Facility" and each Facility Mortgage encumbering the Applicable Facility, an "Applicable Facility Mortgage"), if and to the extent that: (A) a default occurs under clause (i), clause (ii), clause (iii) or clause (vi) of this Paragraph 7(a), and (B) such default arises solely as a result of a default under or relating to a Property Lease other than the Property Lease demising the Applicable Facility (and not comply with as result of a default under the Property Lease demising the Applicable Facility), then, provided that no other independent Event of Default then exists under the Property Lease demising the Applicable Facility, such subordination agreementdefault shall not constitute an Event of Default, unless the holders of each Applicable Facility Mortgage (if any) encumbering the Applicable Facility consents in writing to such default's constituting an Event of Default.

Default. The occurrence of any one or more of the following shall constitute events shall, at the election of Lender, be deemed a default by Guarantor (an "Event of Default hereunder.Default") under this Guaranty: (Aa) Seller Guarantor fails to pay any amount owed of Guarantor's Liabilities when due and payable or properly declared due and payable and such payment is not made within five (5) days of the original due date; (b) Guarantor fails or neglects to Buyer as perform, keep or observe any other term, provision, condition, covenant, warranty or representation contained in this Guaranty, which is required to be performed, kept or observed by Guarantor and when due; Guarantor shall fail to remedy such within thirty (B30) There days of being served with written notice from Lender, during which time Guarantor shall be commenced by diligently pursuing a cure; (c) the Collateral or against Seller any voluntary other of Guarantor's assets are attached, seized, subjected to a writ of distress warrant, or involuntary case are levied upon, or become subject to any lien, or come within the possession of any receiver, conservator, trustee, custodian or assignee for the benefit of creditors; (d) Guarantor becomes insolvent or generally fails to pay, or admits its inability to pay, debts as they become due; (e) a petition under Title 11 of the United States Bankruptcy Code, Code or any similar law or regulation shall be filed by Guarantor or Guarantor makes an assignment for the benefit of creditorsits creditors or any case or proceeding is filed by Guarantor for its dissolution or liquidation; (f) a petition under Title 11 of the United States Code or any similar law or regulation is filed against Guarantor or a case or proceeding is filed against Guarantor for its dissolution or liquidation and such proceeding shall not be dismissed within thirty (30) days of its filing, during which time Guarantor shall diligently contest such action or appointment proceeding; (g) Guarantor is enjoined, restrained or in any way prevented by court order from conducting all or any material part of its business affairs and such injunction or restraint shall not be voided, removed or dismissed within thirty (30) days of the court's order, during which time Guarantor shall diligently contest such action or proceeding; (h) a receiver notice of lien, levy or custodian for assessment is filed of record or given to Guarantor with respect to all or any of its assets; Guarantor's assets by any federal, state or local government agency; (Ci) Seller shall become insolvent Guarantor is in that its debts are greater than default in the fair value payment or performance of its assetsany material obligation, indebtedness or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches other liability to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, third party and the same such default is not cured within any cure period specified in any agreement or instrument governing the same; (j) any material statement, report or certificate made or delivered to BuyerLender by Guarantor is not true and correct; (k) the occurrence of any material adverse change in Guarantor's satisfaction financial condition and the failure of Guarantor to remedy such within ten (10) days after Buyer has given Seller oral or of being served with written notice thereoffrom Lender; (l) the occurrence of a default under any other agreement, instrument and/or document executed and delivered by Guarantor to Lender which is not cured by Guarantor within any applicable cure period set forth in any such agreement, instrument and/or document; (m) the death of the Guarantor or the attempt by Guarantor to cancel, revoke or disclaim this Guaranty; provided, that if or (n) the reasonable insecurity of Lender and the failure by Guarantor to remedy such breach is incapable insecurity within ten (10) days of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together served with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed written notice thereof by any guarantor of the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementLender.

Default. The occurrence of any one or more 20.1 Each of the following events shall constitute constitute, and is hereinafter referred to as, an "Event of Default": (a) Tenant's failure to pay any Base Rent, additional rent or any other sum which it is obligated to pay pursuant to this Lease, when and as due and payable hereunder; provided, however, no Event of Default shall be deemed to have occurred unless the subject default continues for a period of five (5) business days after Landlord delivers notice thereof to Tenant; provided, however, that no Event of Default shall be deemed to have occurred with respect to the first such default in any calendar year unless the subject default continues for a period of twenty (20) days after Landlord delivers notice thereof to Tenant; (b) Tenant's failure to observe and perform any other provision, term or covenant of this Lease to be observed or performed by Tenant; provided, however, no Event of Default shall be deemed to have occurred unless the subject default continues for a period of thirty (30) days after Landlord delivers notice thereof to Tenant, provided that if (i) the nature of the subject default is such that the same cannot reasonably be cured within such thirty (30) day period, and (ii) Tenant begins to cure the subject default promptly after its receipt of the corresponding notice from Landlord and is pursuing such cure in good faith and with diligence and continuity, then Tenant shall have such additional time, up to an additional thirty (30) days, as may be reasonably necessary to cure the default; (c) Tenant (i) fails to occupy and assume possession of the Premises within fifteen (15) business days after the Lease Commencement Date, or (ii) thereafter vacates or abandons the Premises for more than three (3) consecutive business days, except for those periods when Tenant is permitted to close the restaurant at the Premises pursuant to Section 6.2. 20.2 If there shall be an Event of Default, including an Event of Default hereunder. (A) Seller fails prior to pay the Lease Commencement Date, then Landlord shall have the right, at its sole option, to terminate this Lease. In addition, with or without terminating this Lease, Landlord may, without notice to Tenant, re-enter, terminate Tenant's right of possession and take possession of the Premises. The provisions of this Article shall operate as a notice to quit, any amount owed other notice to Buyer quit or of Landlord's intention to re-enter the Premises being hereby expressly waived by Tenant. If necessary, Landlord may proceed to recover possession of the Premises under and by virtue of the Laws of the District of Columbia, or by such other proceedings, including re-entry and possession, as may be applicable. If Landlord elects to terminate this Lease and/or elects to terminate Tenant's right of possession, then everything contained in this Lease to be done and when due; (B) There performed by Landlord shall cease, without prejudice, however, to Landlord's right to recover from Tenant all rent and other sums accrued through the later of termination or Landlord's recovery of possession. If Landlord is entitled, or if Tenant is required, pursuant to any provision of this Lease to take any action upon the expiration or earlier termination of the Lease Term, then Landlord shall be commenced entitled and Tenant shall be required, to take such action also upon the termination of this Lease in accordance with the foregoing. No re-entry, repossession, repairs, alterations, additions or reletting of the Premises by Landlord shall be construed as an eviction or against Seller ouster of Tenant or an election on Landlord's part to terminate this Lease, unless notice of such intention is given to Tenant, nor shall any voluntary such re-entry, repossession, repairs, alterations, additions or involuntary case under reletting operate to release Tenant in whole or in part from any of Tenant's obligations hereunder. Notwithstanding that Landlord may have relet the United States Bankruptcy Code, Premises or any assignment for the benefit of creditorsportion thereof without terminating this Lease, or appointment of a receiver or custodian Landlord may at any time thereafter elect to terminate this Lease for any previous Event of its assets; (C) Seller Default. Whether or not this Lease and/or Tenant's right of possession is terminated, Landlord may, but shall become insolvent in that its debts are greater than not be obligated to, relet the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, Premises or any part thereof; , alone or together with other premises, for such rent and upon such terms and conditions (G) An event of default shall occur under any guaranty executed by any guarantor which may include concessions or free rent and alterations of the Obligations Premises) as Landlord, in its sole discretion, may determine, but Landlord shall not be liable for, nor shall Tenant's obligations be diminished by reason of, Landlord's failure to relet the Premises or collect any rent due upon such reletting. Whether or not this Lease is terminated, Tenant nevertheless shall remain liable for any Base Rent and monthly additional rent and other sums and damages which may be due or sustained prior to the Event of Seller Default, and all costs, fees and expenses (including without limitation attorneys' fees, brokerage fees and expenses incurred in placing the Premises in first-class rentable condition, advertising expense and any concessions or allowances granted by Landlord in connection with the reletting of the Premises or any portion thereof) incurred by Landlord in pursuit of its remedies and in renting the Premises to Buyer others from time to time. All of such costs and expenses shall be payable upon demand, together with interest at the Default Rate accruing from the date same were incurred by Landlord until paid to Landlord. Tenant shall also be liable for damages which shall include, without limitation, damages with respect to the Base Rent and monthly additional rent payable by Tenant under this AgreementLease for the balance of the Lease Term. At Landlord's election, the damages payable by Tenant with respect to the Base Rent and monthly additional rent payable by Tenant under this Lease for the balance of the Lease Term shall be either: (a) an amount equal to the Base Rent and monthly additional rent which would have become due during the period commencing on the date upon which the subject Event of Default occurred through the remainder of the Lease Term, less the amount of rental, if any, which Landlord receives during such period from others to whom the Premises may be rented (other than any additional rent payable as a result of any failure of such other person to perform any of its obligations), which damages shall be computed and payable in monthly installments, in advance, on the first day of each calendar month following the subject Event of Default and continuing until the date on which the Lease Term would have expired but for the subject Event of Default. Separate suits may be brought to collect any such damages for any month(s), and such suits shall not in any manner prejudice Landlord's right to collect any such damages for any subsequent month(s), or any material provision of Landlord may defer any such guaranty suit until after the expiration of the Lease Term, in which event the cause of action shall be deemed not to have accrued until the expiration of the Lease Term; or (b) an amount equal to the present value (as of the date of the termination of this Lease) of the difference between (i) the Base Rent and monthly additional rent which would have become due during the period commencing on the date upon which the subject Event of Default occurred through the remainder of the Lease Term, and (ii) the fair market rental value of the Premises for the same period (net of all expenses (including attorneys' fees, brokers' commissions, advertising expenses, expenses incurred in placing the Premises in first-class rentable condition, and any reason cease concessions or allowances granted by Landlord in connection with the reletting of the Premises or a portion thereof) and all vacancy periods projected by Landlord to be valid or enforceable or any such guaranty incurred in connection with the reletting of the Premises), as determined by Landlord in its sole and absolute discretion, which damages shall be repudiated or terminatedpayable to Landlord in one lump sum on demand. For purpose of this Subsection, including present value shall be computed by operation discounting at a rate equal to one (1) whole percentage point above the discount rate in effect at the Federal Reserve Bank of law; (H) A default or event of default shall occur New York on the date Landlord elects to obtain payment under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementthis Subsection.

Default. The occurrence of Borrower shall be in default (“Default”) under this Agreement and the Loan Documents in the event that Borrower, any one Guarantor and Debtor, or more of any other party guarantying or securing the following shall constitute an Event of Default hereunder.Loan: (A) Seller a. fails to pay any amount owed monetary obligation to Buyer Lender; b. fails to perform any obligation or breaches any warranty or covenant to Lender contained in this Agreement or the Loan Documents or any other present or future written agreement with Lender; c. allows or causes the Collateral to be damaged in any material respect, destroyed, lost stolen, seized, or confiscated to the extent not covered by insurance and it could reasonably be expected to result in a material and adverse change in Borrower’s business operations or financial condition, taken as and when due; (B) There shall be commenced by a whole, or against Seller any voluntary materially affect the Collateral; d. seeks to revoke, terminate or involuntary case otherwise limit its liability to Lender under the United States Bankruptcy CodeLoan Documents; e. is dissolved or terminated, or any ceases to operate its business, becomes insolvent, makes an assignment for the benefit of creditors, or appointment becomes the subject of any bankruptcy, insolvency or debtor rehabilitation proceeding; or f. shall be in material default under any note, loan agreement, indenture, mortgage, deed of trust, security agreement or any other agreement or obligation to which they are a receiver party, or custodian for by which any of its assets; (C) Seller their respective properties may be bound, whether with Lender or some third party which default could reasonably be expected to result in a material and adverse change, taken as a whole, in the business operations or financial condition of Borrower or materially affect the Collateral. During any time while the Borrower is in Default, the Lender is not required to make any additional advances under the Line. A Default shall become insolvent in that an “Event of Default” if: i. The Default by its debts are greater than nature cannot be cured or remedied through the fair value efforts of its assetsBorrower. ii. In the case of failure to pay principal, interest or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lienother monetary obligation under the Loan Documents, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same Default is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or following written notice thereof; providedfrom Lender to Borrower. iii. In the case of a breach of the covenants in Paragraph 5aq, that ten (10) days after the submission of the applicable compliance certificate showing the breach, if such breach is incapable an investment in the Borrower in the form of being cured it shall constitute an immediate default hereunder; (F) Seller additional equity or Subordinated Liabilities is not in compliance withmade such that, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor had the investment been made on the final day of the Obligations of Seller testing period, the covenant would not have been breached. iv. In all other cases, the Default is not cured or remedied within thirty (30) days following written notice from Lender to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreement.Borrower

Default. The occurrence of any one or more of the following shall constitute con- stitute an Event of Default hereunder. (A) Seller fails to pay any amount owed to Buyer as and when due; (B) There shall be commenced by or against Seller any voluntary or involuntary case under the United States Bankruptcy Code, or any assignment for the benefit of creditors, or appointment of a receiver or custodian for any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation rep- resentation set forth herein, and the same is not cured to Buyer's satisfaction within ten (101 0) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; thereof (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreement.

Default. The occurrence of If any one or more of the following shall constitute an Event Events of Default hereunder.shall occur: (Aa) Seller fails the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount owed (other than an amount referred to Buyer in clause (a) of this Section) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for five Business Days; (c) any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary in or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been materially incorrect when made or deemed made; (d) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in this Agreement or any other Loan Document; (e) the Borrower or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable; (f) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (Bf) There shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness provided that such sale or transfer is otherwise permitted by this Agreement; (g) an involuntary proceeding shall be commenced by or against Seller an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any voluntary Subsidiary or involuntary case under the United States Bankruptcy Codeits debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (h) the Borrower or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (g) of this Section, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, creditors or appointment (vi) take any action for the purpose of a receiver or custodian for effecting any of its assets; the foregoing; (Ci) Seller the Borrower or any Subsidiary shall become insolvent unable, admit in that writing its debts are greater than the fair value of its assets, inability or Seller is fail generally not paying to pay its debts as they become due due; (j) one or is left with unreasonably small capital; (D) Any involuntary lienmore judgments for the payment of money in an aggregate amount in excess of $1,000,000 shall be rendered against the Borrower, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables any Subsidiary or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, combination thereof and the same is shall remain undischarged for a period of 30 consecutive days during which execution shall not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilitiesbe effectively stayed, or any part thereof; action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Subsidiary to enforce any such judgment; (Gk) An event an ERISA Event shall have occurred that, in the opinion of default the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; (l) a Change in Control shall occur occur; (m) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall cease to be involved in the management of the Borrower for any period of time in excess of 90 consecutive days, provided that during such 90-day period the Borrower shall diligently proceed to replace such Person with an individual having comparable qualifications and experience as such Person; (n) a Material Adverse Effect shall occur; (o) this Agreement or any other Loan Document shall cease to be in full force and effect or shall be declared null and void or the validity or enforceability thereof shall be contested or challenged by the Borrower or any Subsidiary or any of their respective shareholders, or the Borrower or any Guarantor shall deny that it has any further liability or obligation under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this AgreementLoan Documents, or any material provision of any such guaranty Lien created by the Loan Documents shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminateda valid, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller first priority perfected security interest in and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach Lien upon any of the terms Collateral purported to be covered thereby; or (p) the Borrower or any Subsidiary, or any of their properties, revenues or assets shall become subject to an order of forfeiture, seizure or divestiture and the same shall not comply have been discharged within 30 days from the date of entry thereof. then, and in every such event (other than an event with respect to the Borrower described in clause (g) or (h) of this Section), and at any time thereafter during the continuance of such subordination agreementevent, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (g) or (h) of this Section, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, protest, or other formalities of any kind, all of which are hereby waived by the Borrower. If any Event of Default shall occur and be continuing, the Administrative Agent may exercise all rights and remedies available to it in law or in equity, under the Loan Documents, or otherwise, including, without limitation, the right to foreclose or otherwise enforce any Lien granted to the Administrative Agent for the benefit of itself and the Lenders to secure payment and performance of the Obligations.

Default. The occurrence of If Lessor considers that Lessee has not complied with any one or more of the following covenants, conditions or obligations hereunder, whether express or implied, Lessor shall constitute an Event notify Lessee, in writing, by certified mail, setting out specifically in what respects it is claimed that Lessee has breached this Lease. The receipt of Default such notice by Lessee and the lapse of thirty (30) days thereafter, without Lessee’s curing or commencing and diligently pursuing such action which is necessary to cure the alleged breaches shall be a default hereunder. (A) Seller . Upon such default, Lessor may, at its option, terminate this Lease. Whether or not Lessor so terminates this Lease, Lessor has all of its rights and remedies under the law and this Lease with respect to such default. Notwithstanding any contrary provision in the foregoing paragraph, if Lessee fails to pay any amount owed to Buyer as and when due; (B) There shall be commenced by or against Seller any voluntary or involuntary case under the United States Bankruptcy Code, or any assignment for the benefit of creditors, or appointment of a receiver or custodian for make any of its assets; the payments due under Articles 3, 4, 6 or 10 herein within thirty (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within ten (1030) days after Buyer has given Seller oral or written receipt of notice thereofof such failure from Lessor, this Lease shall terminate absolutely; provided, however, that if such breach is incapable of being cured it any termination for whatever reason shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and excuse Lessee from performing all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur incurred under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of this Lease prior to such termination. In the event that Lessee, in good faith, contests the default by court action within thirty (30) days after receipt of such notice by Lessee, and Lessee continues to pay the payments required and perform the other obligations of this Lease, this Lease shall not be terminated until a final decision has been reached that a default exists; Lessee shall have thirty (30) days within which to cure or not comply with commence and diligently pursue such subordination agreementactions necessary to cure the default or such other reasonable time as the parties shall mutually agree or the court shall determine. In the event of termination under this Article 15, Lessee shall have the right to remove, pursuant to Article 17, its property and equipment from the North Battle Mountain Mineral Prospect, as hereinafter provided, but only after Lessee has performed all of its accrued obligations under this Lease. Until such performance by Lessee, Lessor shall have a lien upon all of Lessee’s property and improvements located on the North Battle Mountain Mineral Prospect.

Default. (a) The occurrence following events shall be deemed to be events of any one or more of the following default by Tenant under this Lease: (i) Tenant shall constitute an Event of Default hereunder. (A) Seller fails fail to pay any amount owed installment of Rent or any other charge or assessment against Tenant pursuant to Buyer as and when duethe terms hereof within five (5) days following written notice by Landlord to Tenant of its failure to pay such installments, provided that Landlord shall not be obligated to send to Tenant such written notice more often than twice in any calendar year during the term hereof; (Bii) There Tenant shall be commenced fail to comply with any term, provision, covenant or warranty made under this Lease by or against Seller any voluntary or involuntary case under Tenant, other than the United States Bankruptcy Code, payment of the Rent or any other charge or assessment payable by Tenant, and shall not cure such failure within twenty (20) days after notice thereof to Tenant; (iii) Tenant or any guarantor of this Lease shall make a general assignment for the benefit of creditors, or appointment of a receiver or custodian for any of shall admit in writing its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying inability to pay its debts as they become due due, or is left with unreasonably small capitalshall file a petition in bankruptcy, or shall be adjudicated as bankrupt or insolvent, or shall file a petition in any proceeding seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file an answer admitting or fail timely to contest the material allegations of a petition filed against it in any such proceeding; (Div) Any involuntary lien, garnishment, attachment or the like a proceeding is issued commenced against or attaches to the Purchased Receivables Tenant or any Collateral; (E) Seller shall breach guarantor of this Lease seeking any covenantreorganization, agreementarrangement, warrantycomposition, readjustment, liquidation, dissolution or representation set forth hereinsimilar relief under any present or future statute, law or regulation, and the same is such proceeding shall not cured to Buyer's satisfaction have been dismissed within ten forty-five (1045) days after Buyer has given Seller oral or written notice the commencement thereof; provided, that if (v) a receiver or trustee shall be appointed for the Demised Premises or for all or substantially all of the assets of Tenant or of any guarantor of this Lease (unless such breach receiver is incapable of being cured it removed within thirty (30) days after appointment thereof); and (vi) Tenant shall constitute an immediate default hereunder; (F) Seller do or permit to be done anything which creates a lien upon the Demised Premises or the Project and such lien is not removed or discharged within fifteen (15) days after the filing thereof. Notwithstanding the foregoing, in compliance withthe case of a non-monetary default which is subject to cure but which cannot by its very nature be cured within said twenty (20) day period, or otherwise is Tenant shall be granted an additional period of time, not to exceed twenty-five (25) days, in which to effect such cure, provided Tenant promptly commences to cure such default under, any term and diligently pursues said cure to completion. (b) Upon the occurrence of any documentof the aforesaid events of default, instrument Landlord shall have the option to pursue any one or agreement evidencing a debt, obligation more of the following remedies without any notice or liability of any kind or character of Seller, now or hereafter existingdemand whatsoever: (i) terminate this Lease, in favor which event Tenant shall immediately surrender the Demised Premises to Landlord and if Tenant fails to do so, Landlord may without prejudice to any other remedy which it may have for possession or arrearages in Rent, enter upon and take possession of Buyer the Demised Premises and expel or remove Tenant and any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, other person who may be occupying said Demised Premises or any part thereof, in accordance with applicable law, without being liable for prosecution or any claim of damages therefor; Tenant hereby agreeing to pay to Landlord on demand the amount of all loss and damage which Landlord may suffer by reason of such termination, whether through inability to relet the Demised Premises on satisfactory terms or otherwise; (Gii) An event terminate Tenant's right of default shall occur under any guaranty executed by any guarantor possession (but not this Lease) and enter upon and take possession of the Obligations of Seller to Buyer under this Agreement, Demised Premises and expel or remove Tenant and any other person who may be occupying said Demised Premises or any material provision of part thereof, by entry (in accordance with applicable law), dispossessory suit or otherwise, without thereby releasing Tenant from any such guaranty shall liability hereunder, without terminating this Lease, and without being liable for any reason cease to be valid or enforceable prosecution or any claim of damages therefor and, if Landlord so elects, make such guaranty alterations, redecorations and repairs as, in Landlord's judgment, may be necessary to relet the Demised Premises, and Landlord may, but shall be repudiated under no obligation to do so, relet the Demised Premises or terminatedany portion thereof in Landlord's or Tenant's name, but for the account of Tenant, for such term or terms (which may be for a term extending beyond the Lease Term) and at such rental or rentals and upon such other terms as Landlord may deem advisable, with or without advertisement, and by private negotiations, and receive the rent therefor, Tenant hereby agreeing to pay to Landlord the deficiency, if any, between all Rent reserved hereunder and the total rental applicable to the Lease Term hereof obtained by Landlord re-letting, and Tenant shall be liable for Landlord's expenses in redecorating and restoring the Demised Premises and all costs incident to such re-letting, including broker's commissions and lease assumptions, and in no event shall Tenant be entitled to any rentals received by operation Landlord in excess of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyerthe amounts due by Tenant hereunder; or (Iiii) Any creditor that has entered into a subordination agreement enter upon the Demised Premises, in accordance with Buyer shall breach applicable law, without being liable for prosecution or any claim of damages therefor, and do whatever Tenant is obligated to do under the terms of this Lease; and Tenant agrees to reimburse Landlord on demand for any expenses including, without limitation, reasonable attorneys' fees which Landlord may incur in this effecting compliance with Tenant's obligations under this Lease and Tenant further agrees that Landlord shall not be liable for any damages resulting to Tenant from such action. If this Lease is terminated by Landlord as a result of the occurrence of an event of default, Landlord may declare due and payable immediately an amount determined as follows: (x) the entire amount of Rent and other charges and assessments which would have become due and payable during the remainder of the Lease Term (including, without limitation, increases in Rent pursuant to Article 7 hereof), discounted to present value by using a discount factor of eight percent (8%) per annum, plus (y) all of Landlord's costs and expenses (including, without limitation, Landlord's expenses in redecorating and restoring the Demised Premises and all costs relating to such reletting, including broker's commissions and lease assumptions) reasonably incurred in connection with or related to the reletting of the Demised Premises, minus (z) the market rental value of the Demised Premises for the remainder of the Lease Term, based on Landlord's reasonable determination of both future rental value and the probability of reletting the Demised Premises for all or part of the remaining Term, discounted to present value by using a discount factor of eight percent (8%) per annum. Such payment shall not constitute a penalty or forfeiture but shall constitute liquidated damages for Tenant's failure to comply with the terms and provisions of this Lease (Landlord and Tenant agreeing that Landlord's exact damages in such subordination agreementevent are impossible to ascertain and that the amount set forth above is a reasonable estimate thereof). For purposes of determining what could be collected by Landlord by reletting under this subsection, Landlord is not required to relet when other comparable space in the Building is available. The term "remaining Lease Term" as used in this subsection shall mean the period which otherwise would have (but for the termination of this Lease) constituted the balance of the Lease Term from the date of the termination of this Lease.

Default. In the event that: AND BANKRUPTCY (a) The occurrence LESSEE shall default in the payment of (fill in) any installment of rent or other sum herein specified and such default shall continue for ten (10) days after written notice thereof; or (b) The LESSEE shall default in the observance or performance of any one or more other of the following LESSEE's covenants, agreements, or obligations hereunder and such default shall constitute an Event of Default hereunder.not be corrected within thirty (30) days after written notice thereof; or (Ac) Seller fails to pay any amount owed to Buyer as and when due; (B) There The LESSEE shall be commenced by declared bankrupt or against Seller any voluntary or involuntary case under the United States Bankruptcy Codeinsolvent according to law, or or, if any assignment shall be made of LESSEE's property for the benefit of creditors, or appointment then the LESSOR shall have the right thereafter, while such default continues, to re-enter and take complete possession of a receiver or custodian for any the leased premises, to declare the term of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth hereinthis lease ended, and remove the same is not cured LESSEE's effects, without prejudice to Buyer's satisfaction within ten (10) days any remedies which might be otherwise used for arrears of rent or other default. The LESSEE shall indemnify the LESSOR against all loss of rent and other payments which the LESSOR may incur by reason of such termination during the residue of the term. If the LESSEE shall default, after Buyer has given Seller oral or written reasonable notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, the observance or otherwise is in default under, any term performance of any document, instrument conditions or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any covenants on LESSEE's part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid observed or enforceable performed under or any such guaranty shall be repudiated or terminated, including by operation virtue of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms provisions in any article of this lease, the LESSOR, without being under any obligation to do so and without thereby waiving such default, may remedy such default for the account and at the expense of the LESSEE. If the LESSOR makes any expenditures or incurs any obligations for the payment of money in connection therewith, including but not comply limited to, reasonable attorney's fees in instituting, prosecuting or defending any action or proceeding, such sums paid or obligations insured, with such subordination agreementinterest at the rate of 12 percent per annum and costs, shall be paid to the LESSOR by the LESSEE as additional rent.

Default. The occurrence of any one or more of the following events shall constitute an Event a default (hereinafter sometimes called “Event(s) of Default hereunderDefault”) by Tenant and a breach of this Lease: a. Failure of Tenant to pay Monthly Base Rent, CAM, Impositions or any other charge or sum to be paid to Landlord by Tenant when due and payable under the terms of this Lease and such failure continues after ten (10) days written notice; provided, however, Landlord shall not be obligated to give written notice of default more than twice in any Lease Year. b. Failure of Tenant to comply with any other of the rules, regulations, agreements, covenants, terms and conditions contained or referred to herein (A) Seller fails other than the failure to pay any amount owed sums of money) for a period of fifteen (15) days after Landlord has notified Tenant of the default(s) provided that if such default is not susceptible of being cured within such fifteen (15) day period, the time permitted Tenant to Buyer as and when due; (Bcure the default(s) There shall be commenced extended for as long as shall be reasonably necessary to cure such default(s) if Tenant commences promptly and proceeds diligently to cure such default(s); provided, always, that such period for curing any default shall not be so extended as to jeopardize the interest of Landlord in the Premises or Building or other property of Landlord or so as to subject Landlord to any civil or criminal liabilities. c. Filing by or against Seller Tenant in any voluntary or involuntary case under court pursuant to any statute, either of the United States Bankruptcy Codeor of any state, of a petition in bankruptcy or insolvency, or for reorganization, or for any arrangement or for appointment of a receiver or trustees of all or a portion of Tenant’s property or should Tenant make any assignment for the benefit of its creditors, or appointment of a receiver or custodian for any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it the action or proceeding be against Tenant, the same shall constitute not be an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default if the petition shall occur under be dismissed within six (6) months after commencement thereof. d. Dissolution or liquidation of Tenant, voluntary or involuntary, or the taking of possession of any guaranty executed of Tenant’s property by execution and levy of attachment. Any failure of Landlord to perform any guarantor of the Obligations of Seller to Buyer its obligations under this AgreementLease shall not be considered a default unless Tenant shall have given Landlord at least a fifteen (15) day written notice and opportunity to cure the same, unless another time period is specifically provided for in this Lease, or any material provision of any if such guaranty obligation cannot reasonably be performed or such failure reasonably cured within said period, Landlord shall for any reason cease have such additional time as is reasonably necessary to be valid perform the obligation or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of cure the terms of or not comply with such subordination agreementdefault.

Default. The occurrence of any one or more of the following If Tenant shall constitute an Event of Default hereunder. (A) Seller fails fail to pay any amount owed to Buyer as and installment of rent promptly on the day when due; (B) There shall be commenced by or against Seller any voluntary or involuntary case under the United States Bankruptcy Code, or any assignment for the benefit of creditors, or appointment of a receiver or custodian for any of its assets; (C) Seller same shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth hereindue, and the same is not cured to Buyer's satisfaction within shall continue in default for a period of ten (10) days after Buyer has given Seller oral or receipt of written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance withthereof by Landlord, or otherwise is if Tenant shall fail to promptly keep and perform any other affirmative covenant of this Lease or to commence such performance in good faith in accordance with the terms of this Lease and shall continue in default underfor a period of thirty (30)days after receipt of written notice thereof by Landlord of default and demand of performance, then and in any term such event, and as often as any such event shall occur, provided Tenant has failed to cure such default within ten (10) or thirty (30) days of any documentthe respective notice, instrument or agreement evidencing a debtLandlord may, obligation or liability of any kind or character of Seller, now or hereafter existing, at its sole election and in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with addition to any and all renewals other remedies provided by law or contained in this Lease, declare this Lease terminated and extensions of enter into and upon the Premises and take back same from Tenant. In such debtsevent, obligations and liabilitiesTenant shall not be released from the rent past due, or any part thereof; (G) An future rent, or from the payment of damages for the breach of this Lease by Tenant. Furthermore, in the event of a default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of this Lease, the Landlord shall be reimbursed by the Tenant for all legal fees incurred by the Landlord in connection with the enforcement of the terms of this Agreement. All remedies of Landlord shall be cumulative or alternate, and the exercise of one remedy shall not comply waive the exercise of any other remedy. In case the Landlord shall default in the performance of any material covenant or agreement contained herein, including but not limited to Landlord interfering with Tenant's enjoyment of the Premises, in particular with Tenant's access to ingress to and egress from the Premises, and said default shall continue for a period of thirty (30) days after written notice thereof to Landlord setting forth the specific nature of the default, then no rent shall be payable under this Lease for such subordination agreementtime as such default shall continue, and the Tenant, after such thirty (30) day period to cure, may declare the Term of this Lease ended and may vacate the Premises and be relieved from all further obligations under this Lease except those that are intended to survive the termination of this Lease (e.g. the indemnification set forth in paragraph 19 above), or, if the Landlord has not diligently begun to cure such material breach (e.g. by accepting bids for repair) at the end of said thirty (30) day period, then the Tenant may, at its option, at any time during the continuance of such default after the expiration of said thirty days' notice, pay any sum necessary to perform any obligation of Landlord hereunder and deduct the cost thereof from the rent thereafter to become due under this Lease.

Default. The occurrence of Section 22.01. If any one or more of the following shall constitute an Event occur, Tenant shall be deemed in default of Default hereunder.this Lease: (Aa) Seller fails if Tenant shall fail to pay any amount owed to Buyer Rent or other sum when and as the same becomes due and when duepayable and such failure shall continue for more than ten (10) days; (Bb) There if Tenant shall fail to perform any of the other duties required to be commenced performed by or against Seller any voluntary or involuntary case Tenant under the United States Bankruptcy Codethis Lease and such failure shall continue for more than thirty (30) days after receipt of written notice thereof from Landlord; provided, or any however, that if such cannot reasonably be performed within such thirty (30) day period, Tenant shall have such additional time as is reasonably necessary to perform such duty; (c) if Tenant shall make a general assignment for the benefit of creditors, or appointment of a receiver or custodian for any of admit in writing its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying inability to pay its debts as they become due due, file a petition in bankruptcy, have an order of relief entered against it, or is left with unreasonably small capital; (D) Any involuntary lienfile or have filed against Tenant a petition seeking any reorganization, garnishmentreceivership, attachment arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation. Section 22.02. In the like is issued against or attaches event of default, to the Purchased Receivables extent not prohibited by applicable law it will be lawful for the Landlord thereupon, or at any time thereafter, upon written notice of termination to Tenant, and with or without process of law (forcibly if necessary) enter into and upon the Premises or any Collateral; part thereof in the name of the whole or mail a notice of termination addressed to Tenant at the Premises, and repossess the same as of Landlord's former estate and expel Tenant and those claiming through or under Tenant and remove its and their effects (Eforcibly, if necessary) Seller shall without being deemed guilty of any manner of trespass and without prejudice to any remedies which might otherwise be used for arrears of rent or prior breach any of covenant, agreementand upon such entry or mailing as aforesaid this Lease shall terminate, warrantyTenant hereby waiving all statutory rights (including without limitation rights of redemption, or representation set forth hereinif any, to the extent such rights may be lawfully waived) and Landlord, without notice to Tenant, may store tenants effects, and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term those of any documentperson claiming through or under Tenant at the expense and risk of Tenant, instrument and, if Landlord so elects, may sell such effects at public auction or agreement evidencing a debtprivate sale and apply the next proceeds to the payment of all sums due to Landlord from Tenant if any, obligation or liability and pay over the balance, if any, to Tenant. Section 22.03. Upon the termination of this Lease under any kind or character provision contained in Section 22.01, Tenant shall nevertheless remain liable for all Rent then due and payable hereunder as of Seller, now or hereafter existing, in favor the date of Buyer or any division or affiliate the termination of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingentthis Lease, together with all damages due or sustained by Landlord prior to such termination or arising as a result of events or conditions occurring or in existence during the term hereof and prior to or after such termination, and all reasonable costs, fees and expenses incurred by Landlord in pursuit of, or in the collection of its remedies hereunder or under any law, or in leasing or attempting to lease all or any portion of the Premises to others from time to time (including, without limitation, all repossession costs, brokerage commissions, reasonable attorney's fees in connection with the foregoing matters, and all costs of such alterations, repairs, and decorations as Landlord, in its reasonable judgement, considers necessary or advisable in connection with such reletting)(all such rent, damages, costs, fees and expenses being referred to herein as the "Termination Damages") and, in addition thereto, additional damages (the "Liquidated Damages"), which, at the election of Landlord, shall be either of the following: (a) an amount or amounts equal to all Rent which, but for termination, would have been payable to Landlord over the remainder of the Term, reduced by the amount of Rent, if any, which the Landlord shall actually receive from time to time during such period from others to whom the Premises may be rented from time to time. The Landlord shall not be obligated to attempt to collect any rental or other payment obligation from any other person renting all or any portion of the Premises by litigation or otherwise. Such Liquidated Damages shall be computed and payable in monthly installments, with interest on any amount in arrears at the rate of two percent (2%) per annum in excess of the Barnett Bank Prime Rate, in arrears, on the first day of each cal▇▇▇▇▇ ▇onth following termination of the Lease and shall continue to become due and payable in monthly installments until the date on which the Term would have expired but for such termination; and any and all renewals amounts due and extensions payable hereunder, including any amount in arrears, shall be a continuing liability of Tenant thereafter, and interest thereon shall accrue at the rate of two percent (2%) per annum in excess of the Barnett Bank Prime Rate, until Tenant shall discharge same by pay▇▇▇▇ ▇▇ Landlord of the amount due, and any suit or action brought from time to time to collect any such Liquidated Damages for any month or months shall not in any manner prejudice the right of Landlord to collect any Liquidated Damages for any subsequent month or months by a similar proceeding; or (b) an amount equal to the present value (as of the date of such debtstermination) of all Rent which, obligations but for termination of this Lease, would have become due during the remainder of the Term, reduced by an amount equal to the fair rental value of the Premises over the remainder of the Term, as determined by an independent real estate appraiser named by Landlord, in which case such Liquidated Damages shall be payable to Landlord in one lump sum on demand made by Landlord at any time and liabilitiesshall bear interest at the rate of two percent (2%) per annum in excess of the Barnett Bank Prime Rate from the date of termination until paid. ▇▇▇ ▇▇▇poses of this clause (ii), present value shall be computed by the application of a discount rate equal to the discount rate in effect at the Federal Reserve Bank nearest to the location of the Premises as of the date of determination. Section 22.04. In addition, if this Lease is terminated, Landlord may, but shall have no obligation to, relet the Premises or any part thereof; , alone or together with other premises, for such term or terms (Gwhich may be greater or less than the period which would have constituted the balance of the Term) An event and on such terms and conditions (which may include concessions for free rent and alterations of the Premises) as Landlord, in its uncontrolled discretion, may determine, but Landlord shall not be liable for, nor shall Tenant's obligations hereunder be diminished by reason of, failure by Landlord to relet the Premises or any failure by Landlord to collect any rent due upon such reletting, and Tenant, to the extent Tenant may lawfully do so, hereby waives all right to require Landlord to relet the Premises. Section 22.05. Nothing contained in this Lease shall, however, limit or prejudice the right of Landlord to prove for and obtain in proceedings under any federal or state laws relating to bankruptcy or insolvency or reorganization or arrangement by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than the amount of the loss or damages referred to above. Section 22.06. Any and all rights and remedies which Landlord may have under this Lease, and at law and equity, shall be cumulative and shall not be deemed inconsistent with each other, and any two or more of all such rights and remedies may be exercised at the same time insofar as permitted by law. Section 22.07. The waiver by either party of any default shall occur not be deemed to be a waiver of any subsequent default under the same, or under any guaranty executed by any guarantor other term, covenant or condition of the Obligations of Seller to Buyer under this Agreement, or any material provision Lease. The subsequent acceptance of any such guaranty Rent by Landlord shall for any reason cease not be deemed to be valid or enforceable or a waiver of any such guaranty shall be repudiated or terminated, including preceding default by operation of law; (H) A default or event of default shall occur Tenant under any agreement between Seller and any creditor term, covenant or condition of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any this Lease, other than the failure of Tenant to pay the terms particular Rent so accepted, regardless of or not comply with Landlord's knowledge of such subordination agreementpreceding default at the time of acceptance of such Rent.

Default. (a) The following events shall be deemed to be events of default (herein so called) by Tenant under this Lease: (i) Tenant shall fail to pay any rental or other sum payable by Tenant hereunder as and when such rental or other sum becomes due and payable and such failure continues for 5 business days after written notice thereof from Landlord; provided, however, Landlord shall not be obligated to provide notice more than two (2) times in any twelve (12) month period; (ii) Tenant shall fail to comply with any other provision, condition or covenant of this Lease and any such failure is not cured within thirty (30) days after Landlord gives written notice of such failure to Tenant (or if such failure is not capable of being cured within such 30 day period, the cure is not commenced within 30 days and diligently pursued to completion not to exceed 90 days); (iii) Tenant shall assign this Lease or sublet all or any part of the Premises or grant any license, concession or other right of occupancy of any portion of the Premises, without the prior written consent of Landlord except as otherwise allowed under this Lease; (iv) any petition shall be filed by or against Tenant or any guarantor of Tenant’s obligations under this Lease pursuant to any section or chapter of the present federal Bankruptcy Act or under any future federal Bankruptcy Act or under any similar law or statute of the United States or any state thereof (which as to any involuntary petition shall not be and remain discharged or stayed within a period of sixty (60) days after its entry), or Tenant or any guarantor [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. of Tenant’s obligations under this Lease shall be adjudged bankrupt or insolvent in proceedings filed under any section or chapter of the present federal Bankruptcy Act or under any future federal bankruptcy act or under any similar law or statute of the United States or any state thereof; (v) Tenant or any guarantor of Tenant’s obligations under this Lease shall become insolvent or make a transfer in fraud of creditors; (vi) Tenant or any guarantor of this Lease shall make an assignment for the benefit of creditors; or (vii) a receiver or trustee shall be appointed for Tenant or any guarantor of this Lease or for any of the assets of Tenant or any guarantor of this Lease. (b) Upon the occurrence of any event of default, Landlord shall have the option to do any one or more of the following without any further notice or demand, in addition to and not in limitation of any other remedy permitted by law or by this Lease: (i) Enforce, by all legal suits and other means, its rights hereunder, including the collection of Base Rental, Tenant’s Additional Rental and other sums payable by Tenant hereunder without reentering or resuming possession of the Premises and without terminating this Lease; and (ii) Terminate this Lease by issuing written notice of termination to Tenant, in which event Tenant shall constitute an Event of Default hereunder. (A) Seller fails immediately surrender the Premises to Landlord. Tenant shall pay any amount owed to Buyer Landlord as damages on the same days as Base Rental, Tenant’s Additional Rental and when due; (B) There shall other payments which are expressed to be commenced by or against Seller any voluntary or involuntary case due under the United States Bankruptcy Codeprovisions of this Lease, the total amount of such Base Rental, Tenant’s Additional Rental and other payments, less such part, if any, of such payments that Landlord shall have been able to collect from a new tenant upon reletting. Landlord shall use reasonable efforts to mitigate damages by reletting the Premises. Landlord shall have the right at any time to demand final settlement. Upon demand for a final settlement, Landlord shall have the right to receive, and Tenant hereby agrees to pay, as damages for Tenant’s breach, the difference between the total rental provided for in this Lease for the remainder of the Lease Term and the reasonable rental value of the Premises for such period, such difference to be discounted to present value at a rate equal to the rate of interest allowed by law (at the time the demand for final settlement is made) when the parties to a contract have not agreed on any particular rate of interest (or, in the absence of such law, at the rate of 6% per annum). Tenant agrees to reimburse Landlord immediately upon demand for any reasonable expenses which Landlord may incur in its actions pursuant to this Subparagraph, and Tenant further agrees that Landlord shall not be liable for damages resulting to Tenant from such action unless caused by the negligence of Landlord. In addition to all remedies specified above, if Tenant is delinquent in rentals or other monetary payments due under the Lease, Landlord may enter upon the Premises and change, alter, or any assignment for modify the benefit door locks on all entry doors of creditorsthe Premises, and permanently or appointment temporarily exclude Tenant, and its agents, employees, representatives and invitees, from the Premises; and in such event, Landlord shall not be obligated to provide Tenant with a key to reenter the Premises until such time as all delinquent rent and other amounts due under this Lease have been paid in full, and only during Landlord’s Normal Business Hours. Landlord’s exclusion of a receiver or custodian for any of its assets; (C) Seller shall become insolvent in that its debts are greater than Tenant from the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches Premises pursuant to the Purchased Receivables immediately preceding sentence shall not constitute a permanent exclusion of Tenant from the Premises or any Collaterala termination of this Lease unless Landlord so notifies Tenant in writing; (E) Seller moreover, Landlord shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured be obligated to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or place a written notice thereof; providedon the Premises on the front door thereof explaining Landlord’s action or stating the name, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, address or otherwise is in default under, any term telephone number of any documentindividual or company from which a new key may be obtained. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, instrument or agreement evidencing a debtMARKED BY BRACKETS, obligation or liability of any kind or character of SellerHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementAS AMENDED.

Default. The occurrence of any one or more 18.1 With respect to all payments required to be made by GTE hereunder, including, without limitation, payment of the following IRU Fee and all other amounts payable by GTE hereunder, in the event GTE shall constitute an Event fail to make a payment by the date due and payable hereunder, from and after such date, (i) such unpaid amount shall bear interest until paid at a rate equal to the rate set forth in Article XXX and (ii) if such payment is due with respect to a Segment on or prior to the Acceptance Date of Default hereunder. (A) Seller fails such Segment, the Estimated Delivery Date for such Segment shall be extended by a number of days equal to pay the number of days that elapse from the date such payment is due until paid. In the event any amount owed or amounts due and payable hereunder remain unpaid for a period of eighty (80) days after written notice from QWEST to Buyer as and when due; (B) There shall be commenced by or against Seller any voluntary or involuntary case under the United States Bankruptcy Code, or any assignment for the benefit of creditors, or appointment of a receiver or custodian for any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth hereinGTE, and the same amount thereof is not cured in bona fide dispute, then QWEST may, in its sole and absolute discretion and in addition to Buyer's satisfaction within its other rights and remedies hereunder, after ten (10) days after Buyer has given Seller oral or prior written notice thereof; providedto GTE and the failure of GTE to pay such amount within such ten-day period, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with terminate any and all renewals of its obligations hereunder with respect to any Segment or Segments as to which the Acceptance Date has not yet occurred or the grant of the IRU with respect to which has not yet become effective, and extensions to apply any and all amounts previously paid by GTE hereunder with respect to such Segment or Segments toward the payment of any other amounts then or thereafter payable by GTE hereunder. With respect to all of its other obligations hereunder, in the event GTE shall fail to perform a non-payment obligation and such failure shall continue for a period of thirty (30) days after QWEST shall have given GTE written notice of such debtsfailure, obligations GTE shall be in (a) With respect to its obligation to complete the construction, installation, and liabilitiessatisfactory Fiber Acceptance Testing of the GTE Fibers comprising a particular Segment by the Estimated Delivery Date with respect to such Segment pursuant to Section 3.2, the parties acknowledge and agree that it is in their mutual best interest to work together in a cooperative effort to determine whether and to what extent any event or occurrence that is reasonably likely to cause a delay in the delivery of a Segment hereunder, as a result of any force majeure event or other occurrence described in Article XX or otherwise, can be terminated, resolved or avoided, and to cause the construction, installation and delivery of the Segment to be completed in the most expeditious and practical manner feasible under the circumstances. Accordingly, within three (3) months following its discovery of an event or occurrence that QWEST reasonably believes is likely to cause (i) an extension of the Estimated Delivery Date of one hundred twenty (120) days or more pursuant to Article XX or (ii) a Delivery Default (as defined pursuant to Section 18.2(d) below), QWEST shall give written notice to GTE of such event or occurrence. Thereupon, each of QWEST and GTE (i) will designate a senior executive officer with decision-making authority and familiarity with this Agreement and the relevant issue hereunder, and (ii) may designate one technical representative and one financial representative, to participate in the following resolution efforts. Each of such designees shall participate in such meetings, promptly scheduled at mutually agreed upon times and places, as may be necessary or appropriate to discuss in good faith the status of construction of the affected Segment, the reason or reasons for the anticipated Estimated Delivery Date extension or Delivery Default, various possible and practical means by which the event(s) or occurrence(s) causing such anticipated Estimated Delivery Date extension or Delivery Default might be terminated, avoided or resolved, including, without limitation, possible modifications to the route, selection of right-of-way, or any part thereof; (G) An event manner of default shall occur under any guaranty executed by any guarantor construction of the Obligations of Seller to Buyer under this Agreementaffected Segment, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreement.and

Default. The occurrence Failure of Guarantor to keep, observe or perform any term, covenant or agreement made under this Guaranty by Guarantor or under any other obligations of Guarantor to Lender after the expiration of any one or more of the following applicable cure period shall constitute an Event of Default hereunder.under this Guaranty and under the Loan Documents, whether or not provision therefor is made in such documents. In addition to the Events of Default described in this Section 15, the following events, after the expiration of any applicable grace periods, shall also constitute “Events of Default” under this Guaranty: (A) Seller fails 15.1 If any representation or warranty by the undersigned or in any writing furnished by the undersigned in connection with or pursuant to pay any amount owed to Buyer as and when due; (B) There this Guaranty shall be commenced by or against Seller false in any voluntary or involuntary case under material respect with respect to the United States Bankruptcy Code, or any undersigned on the date as of which made; or 15.2 If the Guarantor makes an assignment for the benefit of creditors, ; or 15.3 If the Guarantor petitions or applies to any tribunal for the appointment of a trustee or receiver of the business, estate or custodian for assets or of any substantial portion of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value business, estate or assets of its assetsthe undersigned, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches commences any proceedings relating to the Purchased Receivables Guarantor under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term liquidation law of any documentjurisdiction, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, whether now or hereafter existing, in favor of Buyer effect; or 15.4 If any such petition or application is filed or any division or affiliate of Silicon Valley Banksuch proceedings are commenced against the Guarantor and the Guarantor by any act indicates its approval thereof, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and severalconsent thereto, or fixed acquiescence therein, or contingentany order is entered appointing any such trustee or receiver, or declaring the Guarantor bankrupt or insolvent, or approving the petition in any such proceedings; or 15.5 If the Guarantor shall dissolve, terminate or otherwise fail to maintain its legal existence, as the case may be. If an Event of Default shall occur, then or at any time thereafter, while such Event of Default shall continue, the Lender may declare all Guaranteed Obligations, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreementundersigned hereunder, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller immediately due and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementpayable.

Default. The occurrence If at any time subsequent to the date of this Lease any one or more of the following events (each of which being agreed to constitute substantial defaults hereunder and being referred to herein as a “Default of Tenant”) shall constitute an Event of Default hereunder.happen: (A) Seller fails a. Tenant shall fail to pay the Basic Rent, Escalation Charges or other charges hereunder when due and such failure shall continue for five (5) Business Days after notice to Tenant from Landlord; or b. Tenant shall neglect or fail to perform or observe any amount owed other covenant herein contained on Tenant’s part to Buyer as be performed or observed and when dueTenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure, or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and to prosecute such remedy to completion with diligence and continuity but in no event shall such period exceed ninety (90) days; (B) There or c. Tenant’s leasehold interest in the Premises shall be commenced taken on execution or by or other process of law directed against Seller any voluntary or involuntary case under the United States Bankruptcy Code, or any Tenant; or d. Tenant shall make an assignment for the benefit of creditorscreditors or shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other statute, law or regulation for the relief of debtors, or shall seek or consent to or acquiesce in the appointment of a any trustee, receiver or custodian for liquidator of Tenant or of all or any substantial part of its assets; (C) Seller properties, or shall become insolvent admit in that writing its inability to pay its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due due; or e. A petition shall be filed against Tenant in bankruptcy or under any other law seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty (60) days (whether or not consecutive), or if any debtor in possession (whether or not Tenant) trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive); f. Or if Tenant dissolves or is left with unreasonably small capital; (D) Any involuntary liendissolved or liquidated or adopts any plan or commences any proceeding, garnishmentthe result of which is intended to include dissolution or liquidation; g. Then in any such case: i. If such Default of Tenant shall occur before the Commencement Date, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller this Lease shall breach any covenant, agreement, warranty, or representation set forth hereinipso facto, and without further act on the same is part of Landlord, terminate; and ii. If such Default of Tenant shall occur after the Commencement Date, Landlord may terminate this Lease by notice to Tenant, specifying a date not cured to Buyer's satisfaction within less than ten (10) days after Buyer has given Seller oral or written the giving of such notice thereof; provided, that on which this Lease shall terminate and this Lease shall come to an end on the date specified therein as fully and completely as if such breach is incapable date were the date herein originally fixed for the expiration of being cured it shall constitute an immediate default hereunder; the Term of this Lease (F) Seller is not in compliance withTenant hereby waiving any rights of redemption under M.G.L. c. 186, or otherwise is otherwise), and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as hereinafter provided. Nothing contained in default underthis Lease shall, any term however, limit or prejudice the right of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, Landlord to prove for and obtain in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur proceedings under any guaranty executed federal or state law relating to bankruptcy or insolvency or reorganization or arrangement, an amount equal to the maximum allowed by any guarantor statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than the amount of the Obligations of Seller loss or damages referred to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementabove.

Default. The occurrence of 15.1. If during the Term any one or more of the following acts or occurrences shall happen, it shall constitute an Event of Default hereunder.: (Ai) Seller fails Tenant shall fail to pay any amount owed to Buyer as Base Rent, Additional Rent or other sum of money due hereunder or under the Work Agreement when such sum is due and when such failure shall continue for a period of five (5) business days after said sums are due; or (Bii) There Tenant shall fail to comply with any provision of this Lease or under the Work Agreement or any other agreement between Landlord and Tenant not requiring the payment of money, all of which terms, provisions and covenants shall be commenced by deemed material and such failure shall continue for a period of thirty (30) days after written notice of such default is given to Tenant, provided however, that if such default is capable of being cured within a reasonable period, but cannot be cured within such thirty (30) day period, then Tenant shall have such period of time longer than thirty (30) days as is reasonably but minimally required to cure such default with all due diligence; or (iii) the leasehold hereunder demised shall be taken on execution or other process of law in any action against Seller any voluntary or involuntary case under the United States Bankruptcy Code, or any assignment for the benefit of creditors, or appointment of a receiver or custodian for any of its assetsTenant; or (Civ) Seller Tenant shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying unable to pay its debts as they become due due, or is left with unreasonably small capitalTenant notifies Landlord that it anticipates either condition; or (Dv) Any involuntary lienTenant takes any action to, garnishmentor notifies Landlord that Tenant intends to file a petition under any section or chapter of the national Bankruptcy Code, attachment as amended from time to time, or under any similar law or statute of the like is issued against or attaches to the Purchased Receivables United States or any Collateral; (E) Seller shall breach any covenant, agreement, warrantyState thereof, or representation set forth herein, and a petition shall be filed against the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur Tenant under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreement, such statute or any material provision of any such guaranty shall for any reason cease to be valid Tenant or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller Tenant notifies Landlord that has entered into it knows such a subordination agreement with Buyerpetition will be filed; or (vi) a receiver or trustee shall be appointed for Tenant’s leasehold interest in the Premises or for all or a substantial part of the assets of Tenant. Provided, however, that the conditions described in subparagraphs (Iiii), (iv) Any creditor that has entered into a subordination agreement with Buyer and (v) above shall breach not be deemed to be an Event of Default, if Tenant is not otherwise in default of any of the terms and conditions of this Lease at the time that such event occurs, and Tenant continues to utilize the Premises in the usual course of business, and not for the purpose of liquidation or not comply with dissolution of a bankrupt estate, and Tenant fully and faithfully performs all of the terms and conditions of this Lease during such subordination agreementinsolvency, bankruptcy or receivership.

Default. The occurrence of any one In the event that (a) the Base Rent or more of the following shall constitute an Event of Default hereunder. (A) Seller fails to pay any amount owed to Buyer as and when due; (B) There shall be commenced other charges required by or against Seller any voluntary or involuntary case under the United States Bankruptcy Code, or any assignment for the benefit of creditors, or appointment of a receiver or custodian for any of its assets; (C) Seller shall become insolvent in that its debts this Lease are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction paid within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunderthe date due; (Fb) Seller Tenant fails to comply with any term, provision, condition or covenant of this Lease (other than the payment of Base Rent or other charges), and Tenant shall not cure such default within fifteen (15) days after notice to Tenant of such failure to comply; (c) the Premises shall be deserted or vacated; (d) any petition is filed by or against Tenant under any section or chapter of any bankruptcy act; (e) Tenant shall become insolvent or make a transfer in fraud of creditors; (f) Tenant shall make an assignment for the benefit of creditors; (g) a receiver of trustee is appointed for a substantial part of the assets of Tenant and within thirty (30) days thereafter Tenant fails to secure a discharge thereof or (h) this leasehold interest of Tenant is levied upon under execution, then, in any such events, Landlord shall have the option to do any of the following in addition to and not in compliance with, or otherwise is in default under, any term limitation of any document, instrument remedy permitted by law or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existingby this Lease: Terminate this Lease, in favor of Buyer which event Tenant shall immediately surrender the Premises to Landlord, but if Tenant fails to do so, Landlord may, without further notice, enter upon the Premises and expel or remove Tenant and Tenant’s effects, by force and without court proceedings, and without being liable to prosecution or any division claim for damages therefor; and Tenant agrees to indemnify Landlord for all loss and damage which Landlord may suffer by reason of such Lease termination, whether through inability to relet the Premises or affiliate through decrease in rent or otherwise. Without terminating this Lease, enter upon the Premises as the agent of Silicon Valley BankTenant, regardless without being liable to prosecution or any claim for damages thereon, and relet the Premises as the agent of whether Tenant, and receive the rent therefor and Tenant shall pay Landlord any deficiency that may arise by reason of such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingentreletting, together with Landlord’s expenses incurred in such reletting, on demand at any time and from time to time. Refrain from terminating this Lease but terminate Tenant’s right of possession until such default is cured, either by legal action or by force and without court proceedings, and in such case Landlord may enforce against Tenant the provisions of this Lease for the unexpired Term hereof. Declare all renewals Base Rent and extensions other payments for the entire unexpired Term of such debtsthis Lease at once due and payable, obligations and liabilitiesif not paid forthwith upon Lessor’s demand, then to resort to legal process for collection of all accelerated payments due under this Lease. Recover, in addition to any other damages set forth in this Lease or any part thereof; (G) An event permitted at law or equity, all of default shall occur under any guaranty executed by any guarantor Landlord’s expenses incurred with respect to Tenant’s default, including without limitation reasonable attorney’s fees, commissions, and costs of repair, renovation or alteration of the Obligations of Seller to Buyer under this Agreement, Premises. Take any other actions or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including remedies permitted by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreement.

Default. The occurrence of any one or more of the following events (the "Events of Default") shall constitute a default and breach of this Lease by Tenant: (i) The abandonment of the Premises by Tenant (vacation not being deemed to be abandonment unless there is failure to perform the obligations of Tenant required by this Lease). (ii) Failure by Tenant to make any payment of Base Rent, or any other charges or payment required to be made by Tenant under this Lease when due where such failure continues for a period of fifteen (15) days after written notice by Landlord to Tenant; (iii) The failure by Tenant to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Tenant, other than as described in subparagraph (ii) above, where such failure continues for a period of thirty (30) days after written notice by Landlord to Tenant; provided, however, that if the nature of Tenant's obligation which it has failed to perform is such that more than thirty (30) days are reasonably required for its cure, then it shall not be deemed an Event of Default hereunder.if Tenant commences such cure within the 30 day period and diligently prosecutors the cure to completion; (Aiv) Seller fails to pay any amount owed to Buyer as and when due; (B) There shall be commenced The making by or against Seller any voluntary or involuntary case under the United States Bankruptcy Code, or any Tenant of an assignment for the benefit of its creditors, or the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt, or a petition or reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same is dismissed within 90 days), or the appointment of a trustee or a receiver to take possession of substantially all of Tenant's assets located in the Premises or custodian for any of its assets; (C) Seller shall become insolvent Tenant's interest in that its debts are greater than the fair value of its assetsthis Lease, where possession is not restored to Tenant with in 90 days, or Seller is generally not paying its debts as they become due the attachment, execution or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment other judicial seizure of substantially all of Tenant's assets located in the Premises or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warrantyof Tenant's interest in this Lease, or representation set forth herein, and the same such seizure is not cured to Buyer's satisfaction discharged within ten the 90 days. (10v) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of If default shall occur under any guaranty executed be made by any guarantor of the Obligations of Seller to Buyer under this AgreementTenant, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default law or event otherwise, under the provisions of default shall occur under any agreement between Seller and any creditor Section 27 hereof relating to assignment, sublease, mortgage or other transfer of Seller that has entered into a subordination agreement with Buyer; Tenant's interest in this Lease or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of in the terms of Premises or not comply with such subordination agreementin the income arising therefrom.

Default. The occurrence of If any one or more of the following events (each, a "Servicing Default") shall constitute an Event of Default hereunder.occur and be continuing: (Aa) Seller fails any failure by the Master Servicer to pay deposit into any amount owed Collection Account or the Trustee Collection Account any deposit required to Buyer as and when due; (B) There shall be commenced by or against Seller any voluntary or involuntary case made under the United States Bankruptcy Codeterms of this Agreement that continues unremedied for a period of five (5) Business Days after the date upon which written notice of such failure shall have been given to the Master Servicer by the Issuer or the Indenture Trustee; or (b) any failure on the part of the Master Servicer to duly observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in this Agreement, which failure materially and adversely affects the interests of any Securityholder, and which failure continues unremedied for a period of 45 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Issuer or any assignment the Indenture Trustee; or then, in the case of paragraphs (a) or (b), the Master Servicer shall immediately notify the Indenture Trustee and the Owner Trustee in writing thereof and, for so long as such Servicing Default shall not have been remedied by the benefit Master Servicer, then the Issuer or the Indenture Trustee may, by notice then given in writing to the Master Servicer, terminate all rights and obligations of creditorsthe Master Servicer hereunder, or appointment of a receiver or custodian for any of its assets; (C) Seller shall become insolvent in that its debts are greater other than the fair value Master Servicer’s right to receive servicing compensation and reimbursement of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches expenses hereunder during any period prior to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth hereindate of such termination, and the same is not cured Indenture Trustee, the Owner Trustee or the Issuer may exercise any and all other remedies available at law or in equity. Any such notice to Buyer's satisfaction within ten (10) days the Indenture Trustee shall also be given to each Rating Agency and the Issuer. Subject to Section 7.02, on or after Buyer has given Seller oral or receipt by the Master Servicer of such written notice thereof; providedin the case of paragraphs (a) or (b), all authority and power of the Master Servicer under this Agreement shall pass to and be vested in the Indenture Trustee as pledgee of the Mortgage Loans pursuant to this Section. Without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney in-fact or otherwise, any and all documents or other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination under paragraphs (a) or (b), whether to complete the transfer and endorsement of each Mortgage Loan or the related Mortgage Documents or Related Documents, or otherwise. The Master Servicer agrees to cooperate fully with the Owner Trustee and the Indenture Trustee, as the case may be, in effecting the termination under paragraphs (a) or (b) of the rights and responsibilities of the Master Servicer hereunder, including the transfer to the Indenture Trustee (or other applicable successor) for the administration by it of all cash relating to the Mortgage Loans that shall at the time be held by the Master Servicer for deposit into the Collection Account, or that have been thereafter received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with amending this Agreement to reflect such succession as Master Servicer pursuant to this Section shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Indenture Trustee, the initial Master Servicer and, in any event, if the initial Master Servicer cannot pay any such amount, in accordance with Section 3.05 of the Indenture) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding any termination of the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to receive, out of any late collection of a payment on a Mortgage Loan that was due prior to the notice terminating the Master Servicer’s rights and obligations hereunder and received after such notice, that portion thereof to which the Master Servicer would have been entitled hereunder, its Servicing Fee in respect thereof and any other amounts payable to the Master Servicer hereunder the entitlement to which arose prior to such termination. Notwithstanding the foregoing, a delay in or failure of performance under paragraph (a) or (b) above, after the expiration of the applicable grace periods, shall not constitute a Servicing Default if such breach is incapable delay or failure could not have been prevented by the exercise of being cured it shall constitute reasonable diligence by the Master Servicer and such delay or failure was caused by an immediate default hereunder; (F) Seller is not in compliance withAct of God, any act of the public enemy, declared or undeclared war, public disorder, rebellion or sabotage, or otherwise is epidemic, landslide, lightning, fire, hurricane, earthquake or flood. The preceding sentence shall not relieve the Master Servicer from using reasonable efforts to perform its obligations hereunder in default undera timely manner in accordance with the terms hereof, any term and the Master Servicer shall provide the Owner Trustee, the Indenture Trustee and the Securityholders with notice of any document, instrument such failure or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingentdelay by it, together with any and all renewals and extensions a description of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller its efforts to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementso perform its obligations.

Default. The occurrence of any one or more of (a) In the following shall constitute an Event of Default hereunder. (A) Seller event Tenant fails to pay any amount owed rental due hereunder or fails to Buyer as keep and when due; (B) There shall be commenced by perform any of the other material terms or against Seller any voluntary or involuntary case under the United States Bankruptcy Codeconditions hereof, or any assignment for otherwise breaches this Lease or defaults hereunder, time being of the benefit of creditorsessence, or appointment in the event of a receiver the taking by execution or custodian for any judgment or other process of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value law of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables all or any Collateral; (E) Seller shall breach any covenantpart of the Tenant's interest in this Lease, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within then ten (10) days after Buyer has given Seller oral or receipt of written notice thereof; providedof default from Landlord, that Landlord may, if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is has not in compliance withbeen corrected, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with resort to any and all renewals legal remedies or combination of remedies which Landlord may desire to assert including, but not limited to one or more of the following: (1) lock the doors of the Leased Premises and extensions exclude Tenant therefrom; (3) enter the Leased Premises and remove all persons and property therefrom; (4) declare this Lease at an end and terminated; (5) sue ▇▇▇ the rent due and to become due under this Lease; (6) sue ▇▇▇ any damages sustained by Landlord; and (7) continue this Lease in effect and relet the Leased Premises on such terms and conditions as Landlord may deem advisable with Tenant remaining liable for the Base Monthly Rent and other sums due hereunder plus the reasonable cost of obtaining possession of the Leased Premises and of any repairs and alterations necessary to prepare the Leased Premises for reletting, and the cost of reletting. No action of Landlord shall be construed as an election to terminate this Lease unless written notice of such debts, obligations intention be given to Tenant. No payment by Tenant or receipt by Landlord of a lesser amount than the Monthly Base Rent and liabilities, or any part thereof; (G) An event of default other sums due hereunder shall occur under any guaranty executed by any guarantor be deemed to be other than on account of the Obligations earliest rent or other sums due, nor shall any endorsement or statement on any check or accompanying any check or payment be deemed an accord and satisfaction; and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of Seller such rent or other sum or pursue any other remedy provided in this Lease. Notwithstanding the foregoing to Buyer under this Agreementthe contrary, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any the abandonment of the terms of or not comply with such subordination agreement.Leased

Default. The occurrence of any one or more of the following shall constitute an Event of Default hereunder. (A) Seller fails to pay any amount owed to Buyer as and when due; (B) There Subcontractor shall be commenced by in default of this Agreement if at any time during the progress of work Subcontractor shall be adjudged a bankruptcy, or shall file or there is filed against Seller it any voluntary or involuntary case proceeding under the United States Federal Bankruptcy Codelaws, or any shall make a general assignment for the benefit of creditors, or appointment of a receiver or custodian for any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value or have a receiver appointed on account of its assetsinsolvency, or Seller is generally not paying its debts as they shall become due delinquent with respect to contributions of payments required to be made to any health, welfare, pension, vacation, apprenticeship or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment other employee benefit program or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warrantytrust, or representation set forth herein, and the same is not cured fails to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral provide adequate assurance pursuant to Section 14.1.1 or written notice thereof; provided, that if such breach is incapable Subcontractor fails or refuses to supply sufficient properly skilled workers or sufficient materials of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance withproper quality, or otherwise is in default under, fails or refuses to prosecute diligently the work described herein or shall fail to perform fully any term of the provisions of this Agreement. Upon the occurrence of any documentsuch events of default, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions Contractor shall give written notice of such debtsdefault to Subcontractor and its surety, obligations if any. If Subcontractor fails to cure said default within twenty-four (24) hours after giving of such notice, Contractor shall, at its option and liabilitieswithout prejudice to any right or remedy it may have at law or in equity, have the right to any or all of the following remedies: (a) supply such number of workers and quantity of materials, equipment and other facilities as Contractor deems necessary for the completion of Subcontractor’s work, or any part thereofthereof which Subcontractor has failed to complete or perform, and charge the cost thereof to Subcontractor, who shall be liable for the payment of same including reasonable overhead, profit, and actual attorneys’ fees incurred as a result of Subcontractor’s failure of performance; (b) contract with one or more additional subcontractors to perform such part of Subcontractor’s work as Contractor shall determine will provide the most expeditious completion of the total work and charge the cost thereof to Subcontractor, who shall be liable for the payment of same including reasonable overhead, profit, and actual attorneys’ fees incurred as a result of Subcontractor’s failure of performance; and (Gc) An withhold payment to Subcontractor pending corrective action to the extent required by and to the satisfaction of Contractor. In the event of default shall occur under any guaranty executed by any guarantor an emergency or conditions affecting the safety of the Obligations of Seller to Buyer under this Agreementpersons or property, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementContractor may proceed as above without notice.

Default. The occurrence of any one or more of the following occurrences shall constitute an Event “Events of Default hereunder.Default” under this Agreement: (Aa) Buyer shall fail to make any payments to Seller fails when due under this Agreement; or (b) any representation of warranty of Buyer contained herein or in any document furnished to pay any amount owed to Buyer as and when due; (B) There Seller in connection herewith shall be commenced by incorrect or against Seller misleading in any voluntary material respect when made; or (c) Buyer shall fail to observe or involuntary case under the United States Bankruptcy Code, or to perform any assignment for the benefit of creditors, or appointment of a receiver or custodian for any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any other covenant, agreement, warranty, or representation set forth herein, warranty made by Buyer hereunder and the same is not cured to Buyer's satisfaction within such failure shall continue for ten (10) days after notice thereof to Buyer; (d) Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any other agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or or (Ie) Any creditor that has entered into a subordination agreement with Buyer shall breach make an assignment for the benefit of creditors or shall file any petition or action under any bankruptcy, reorganization, or insolvency law, or any other law or laws for the relief of, or relating to, debtors; or (f) any involuntary petition shall be filed under any bankruptcy statute against Buyer or any receiver, trustee, custodian, or similar official shall be appointed to take possession of the properties of Buyer; or (g) Seller, in good faith, believes that ▇▇▇▇▇’s financial condition has become such as to endanger completion of performance by ▇▇▇▇▇, or Seller, in good faith, otherwise believes itself insecure. If any Event of Default shall occur, Seller, at its option, may terminate this Agreement by written notice to Buyer. In such event Seller shall, nevertheless, have the right to recover from Buyer any and all amounts that, under the terms of this Agreement, may be then due or that may have accrued to the date of such termination, plus interest on that amount, as a late charge, at the Default Rate. If, after notice of termination of this Agreement as provided in this paragraph, it is determined that Buyer was not comply with such subordination agreementin default under the provisions of this paragraph 14, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to paragraph 15 of this Agreement.

Default. The occurrence of any one or more of the following events shall constitute an Event event of Default hereunder.default on the part of Tenant ("Default"): (Aa) Seller fails The abandonment of the Premises by Tenant; (b) Failure to pay any amount owed to Buyer as and when due; (B) There shall be commenced by or against Seller any voluntary or involuntary case under the United States Bankruptcy Codeinstallment of Base Rent, Additional Rent or any other monies due and payable hereunder, said failure continuing for a period of 3 days after the same is due; (c) A general assignment by Tenant or any guarantor for the benefit of creditors; (d) The filing of a voluntary petition in bankruptcy by Tenant or any guarantor, the filing of a voluntary petition for an arrangement, the filing of a petition, voluntary or involuntary, for reorganization, or appointment the filing of an involuntary petition by Tenant's creditors or guarantors; (e) Receivership, attachment, of other judicial seizure of the Premises or all or substantially all of Tenant's assets on the Premises; (f) Failure of Tenant to maintain insurance as required by Paragraph 8.2; (g) Any breach by Tenant of its covenants under Paragraph 6.2; (h) Failure in the performance of any of Tenant's covenants, agreements or obligations hereunder (except those failures specified as events of Default in other Paragraphs of this Paragraph 13.1 which shall be governed by such other Paragraphs), which failure continues for 10 days after written notice thereof from Landlord to Tenant provided that, if Tenant has exercised reasonable diligence to cure such failure and such failure cannot be cured within such 10 day period despite reasonable diligence, Tenant shall not be in default under this subparagraph unless Tenant fails thereafter diligently and continuously to prosecute the cure to completion; (i) Any transfer of a receiver or custodian for any substantial portion of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value assets of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilitiesTenant, or any part thereofincurrence of a material obligation by Tenant, unless such transfer or obligation is undertaken or incurred in the ordinary course of Tenants business or in good faith for equivalent consideration, or with Landlord's consent; and (Gj) An event The default of default shall occur any guarantors of Tenant's obligations hereunder under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this AgreementLease, or any material provision the attempted repudiation or revocation of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementguaranty.

Default. The occurrence Borrower shall be in default under this Agreement and under any other agreement with the Lender upon the happening of any one or more of the following shall constitute events or conditions, without demand or notice from Lender (unless otherwise provided by law) (each, an "Event of Default"): (1) Failure of Borrower to pay when due any Obligation, whether by maturity, acceleration or otherwise under this Agreement, the Notes or any of the other Loan Documents. (2) Except with respect to the obligations of Borrower set forth in Section 6.10 and Section 6.18 of this Agreement, failure of Borrower to perform, or breach of, any of its agreements, warranties or representations set forth in this Agreement and such breach or failure continues for a period of five (5) days thereafter or in any agreement with any other person or organization for borrowed money or lease of real or personal property resulting in a right by such third party to accelerate the maturity of any amounts owed thereunder in an amount in excess of $50,000 provided that the Event of Default hereunderhereunder caused by the occurrence of a default under another agreement described in this Section shall be automatically cured for purposes of this Agreement upon the cure or waiver of the default under such other agreement. (A3) Seller fails Failure of the Borrower to pay perform, or breach of, any amount owed of its agreements, warranties or representations set forth in Section 6.10 and Section 6.18 of this Agreement; (4) Failure of the Borrower to Buyer as perform, or a breach of, any of its agreements, warranties or representations set forth in any of the Loan Documents and when due; such failure or breach continues for a period of five (B5) There shall be commenced days thereafter; (5) Borrower's failure to perform any covenant or agreement, or breach of any representation or warranty, set forth in the letter agreement dated of even date herewith between Borrower and Lender wherein Borrower has agreed, among other things, not to consider, discuss or enter into any Acquisition Transaction with a party other than Lender for a specified period of time. (6) Material loss or theft, substantial damage or destruction or unauthorized sale or encumbrance of any material portion of the Collateral in excess of reasonably expected recoveries under insurance policies, or the making of any levy on, or seizure or attachment of a material portion of the Collateral; (7) Dissolution, liquidation, termination of existence, insolvency or business failure of the Borrower or the appointment of a custodian or receiver of any part of Borrower's property, or an assignment or trust mortgage for the benefit of creditors by Borrower, or the recording or existence of any lien for unpaid taxes, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Seller Borrower, or service upon the Lender of any voluntary writ, summons, or involuntary case process designed to affect any account or property of Borrower or a declaration of intent by Borrower to effect any of the foregoing; or (8) The institution by or against Borrower or any indorser or guarantor of any Note of any proceedings under the United States Bankruptcy Code, Code or any other federal or state bankruptcy, reorganization, receivership, insolvency or other similar law affecting the rights of creditors generally or the making by the Borrower or any indorser or guarantor of any Note of an assignment or trust mortgage for the benefit of creditors, creditors or appointment a declaration of a receiver or custodian for any of its assets; (C) Seller shall become insolvent in that its debts are greater than intent by the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches Borrower to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach effect any of the terms of or not comply with such subordination agreementforegoing.

Default. The occurrence of any one or more of the following shall events will constitute an Event "event of Default hereunder.default" on the part of TDI-NE: (A) Seller fails A. Failure to pay any amount owed installment of rent or any other sum required to Buyer be paid by TDI-NE under this Lease, and such failure shall continue for ten (10) business days after written notice of such failure is received from State; provided, however, that TDI-NE shall have thirty (30) business days to cure such late payment. B. Failure to perform any of the other covenants or conditions which TDI-NE is required to observe and perform (except for the failure to pay rent or any other monetary obligation contained in this Lease) and such failure should continue for thirty (30) days (or such shorter period of time as may be reasonably specified by State in the event of an emergency presenting risk of loss of life, bodily harm or irremediable property damage) after written notice thereof by State to TDI-NE; provided, however, that if such default is other than the payment of money and when due; cannot be cured within such thirty (B30) There day period, then an event of default shall not have occurred if TDI-NE commences curing of such failure within thirty (30) days of receiving written notice from the State, and diligently in good faith prosecutes the same to completion and furnishes evidence of completion to State within thirty (30) days thereafter; C. The levy of a writ of attachment or execution or other judicial seizure of substantially all of TDI-NE's assets or its interest in this Lease, such attachment, execution or other seizure remaining undismissed or discharged for a period of thirty (30) days after the levy thereof; D. If TDI-NE shall be commenced by or against Seller any voluntary or involuntary case under the United States Bankruptcy Code, or any assignment for the benefit of creditors, or declared insolvent according to law; E. The appointment of a receiver or custodian trustee for any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment TDI-NE on all or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenantmajority of TDI-NE’s property, agreement, warranty, or representation set forth herein, and the same which appointment is not cured to Buyer's satisfaction discharged within ten forty-five (1045) days after Buyer has given Seller oral the date of filing; or F. The filing by TDI-NE of a voluntary petition pursuant to the Bankruptcy Code or written notice thereof; providedany successor thereto or the filing of an involuntary petition against TDI-NE pursuant to the Bankruptcy Code or any successor legislation, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller which petition is not in compliance with, or otherwise is in default under, any term discharged within forty-five (45) days after the date of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementfiling.

Default. The occurrence of any one or more of the following shall constitute an “Event of Default” by Tenant under this Lease: (a) if Tenant shall fail to pay any Rent when due; provided, however, that any such failure to pay any Rent shall not constitute a default under this Lease so long as such failure shall not continue for more than five (5) Business Days after written notice from Landlord to Tenant, except that if Landlord shall have sent to Tenant two (2) notices of default during the same calendar year due to Tenant’s failure to make payments of Rent and Tenant thereafter shall default in any obligation to pay Rent during the same calendar year, the same shall be deemed to be an Event of Default hereunder.upon Landlord giving Tenant written notice thereof without the five (5) Business Day grace period set forth above; or (Ab) Seller fails if Tenant shall violate or fail to perform any term, condition, covenant or agreement to be performed or observed by Tenant under this Lease other than those provided for in paragraph (a) above and such violation or failure shall continue for more than thirty (30) days after written notice thereof from Landlord plus such additional time, if any, as is reasonably necessary to cure the default if it is of such a nature that Tenant determines in its reasonable discretion that it is curable but cannot reasonably be cured in thirty (30) days, provided Tenant commences such cure within such thirty (30) days and thereafter diligently proceeds to cure such default; or (c) if Tenant shall admit in writing its inability to pay its debts generally as they become due, commence any amount owed case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Tenant or any of its debts under any law relating to Buyer as and when due; bankruptcy, insolvency, reorganization, liquidation or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for Tenant or for all or any substantial part of the Premises; (Bd) There if any case, proceeding or other action against Tenant shall be commenced by or seeking to have an order for relief entered against Seller any voluntary or involuntary case under the United States Bankruptcy CodeTenant as debtor, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Tenant or any of its debts under any law relating to bankruptcy, insolvency, reorganization, liquidation or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for Tenant or for all or any substantial part of its property, and such case, proceeding or other action (i) results in the entry of an order for relief against Tenant or (ii) remains undismissed for a period of sixty (60) days; (e) if Tenant shall admit in writing that it is insolvent or if Tenant shall make an assignment for the benefit of creditors; (f) if a lien is filed against the Premises, or appointment Landlord’s estate therein, by reason of a receiver any work, labor, services or custodian for any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assetsmaterials performed or furnished, or Seller is generally not paying its debts as they become due alleged to have been performed or is left with unreasonably small capital; (D) Any involuntary lienfurnished, garnishmentto Tenant or anyone holding the Premises by, attachment through or under Tenant, and Tenant fails to cause the like is issued against or attaches same to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warrantybe vacated and canceled of record, or representation set forth hereinbonded off, in accordance with the provisions of, and within the same is not cured time period specified in, Section 4.11 hereof, and such failure shall continue for more than five (5) Business Days after written notice thereof from Landlord to Buyer's satisfaction Tenant; (g) if Tenant shall fail to return to Landlord a properly executed statement in accordance with the provisions of, and within the time period specified in, Section 10.4 hereof, and such failure shall continue for more than ten (10) days Business Days after Buyer has given Seller oral or written notice thereofthereof from Landlord to Tenant; provided, that or (h) if such breach is incapable following an Event of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, Default any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor portion of the Obligations Deposit is applied in accordance with Article XII of Seller this Lease and Tenant thereafter fails to Buyer under this Agreementreplenish the Deposit as required and within the time period specified in said Article XII, or any material provision of any and such guaranty failure shall continue for any reason cease more than ten (10) Business Days after written notice thereof from Landlord to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementTenant.

Default. The occurrence of any one or more of the following events shall constitute a “Default” by Tenant and shall give rise to Landlord’s remedies set forth in Section 16(B) below: (i) failure to make when due any payment of Rent, unless such failure is cured within five (5) days after notice from Landlord; (ii) failure to observe or perform any term or condition of this Lease other than the payment of Rent (or the other matters expressly described herein), unless such failure is cured within any period of time following notice expressly provided with respect thereto in other Sections hereof, or otherwise within a reasonable time, but in no event more than thirty (30) days following notice from Landlord (provided, if the nature of Tenant’s failure is such that more time is reasonably required in order to cure, Tenant shall not be in Default if Tenant commences to cure promptly within such period and thereafter diligently pursues its completion); (iii) failure to cure upon such shorter notice period as set forth in Landlord’s notice to Tenant (which notice shall be at least three business days unless the condition, in Landlord’s reasonable judgment, may cause imminent danger to person or property, and shall also contain Landlord’s reasoning for the shorter notice period) any condition which is hazardous, interferes with another tenant or the operation or leasing of the Property, or may cause the imposition of a fine, penalty or other remedy on Landlord or its agents or affiliates (provided, except in a situation where there is imminent danger to person or property, if the nature of Tenant’s failure is such that more time is reasonably required in order to cure, Tenant shall not be in Default if Tenant commences to cure promptly within such period set forth in Landlord’s notice and thereafter diligently pursues its completion); (iv) [intentionally omitted]; or (v) Tenant filing by or for reorganization or arrangement under any Law relating to bankruptcy or insolvency (unless, in the case of a petition filed against Tenant, the same is dismissed within ninety (90) days); or (b) Tenant’s or any Guarantor’s insolvency or failure, or admission of an Event of Default hereunder. (A) Seller fails inability, to pay any amount owed to Buyer as and when due; (B) There shall be commenced by or against Seller any voluntary or involuntary case under the United States Bankruptcy Code, or any assignment for the benefit of creditors, or appointment of a receiver or custodian for any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due mature. Additionally, if Tenant violates the same term or is left with unreasonably small capital; condition of this Lease on two (D2) Any involuntary lienoccasions during any twelve (12) month period, garnishment, attachment Landlord shall have the right to exercise all remedies for any violations of the same term or condition during the like is issued against next twelve (12) months without providing further notice or attaches an opportunity to the Purchased Receivables or cure. The notice and cure periods provided herein are intended to satisfy any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth hereinand all notice requirements imposed by Law on Landlord and are in lieu of, and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written in addition to, any notice thereofand cure periods provided by Law; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller Landlord may elect to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementnotice and cure periods provided by Law. In the event of Tenant’s Default, and in addition to any other amounts or remedies that Landlord may be entitled to, Landlord shall be entitled to recover from Tenant, Landlord’s reasonable costs and reasonable attorney fees incurred in enforcing this Lease or otherwise arising from Tenant’s Default.

Default. The occurrence of any one or more of the following shall will constitute an "Event of Default hereunder.Default" under this Agreement: (Aa) Seller The failure of any Borrower to pay when due any Payment Amount or any other amounts payable under this Agreement or any Note within five (5) days of the date when due; (b) A breach or failure in the observance or performance by any Borrower of any other material provision of this Agreement or any other Loan Document which is not remedied within thirty (30) days after receipt by any Borrower of notice of such breach or failure; (c) Any material representation, warranty or covenant made herein, or in any certificate, document, financial or other statement delivered in connection with this Agreement, or hereafter made by any Borrower proves to have been incorrect in any material adverse respect when made or given; (d) ATII or any Subsidiary, or any surety or guarantor of the Indebtedness evidenced by this Agreement or the Note (i) files a petition or has a petition filed against it under the bankruptcy code, or any proceeding for relief of insolvent debtors; (ii) generally fails to pay any amount owed to Buyer its debts as and when such debts become due; (Biii) There shall be commenced by admit in writing its inability to pay its debts as they become due; (iv) has a custodian, trustee or against Seller any voluntary receiver appointed, voluntarily or involuntary case under the United States Bankruptcy Codeotherwise, for t or its assets; (v) benefits from, or is subject to, the entry of an order for relief by any court of insolvency; (vi) makes an assignment for the benefit of creditors; (vii) becomes insolvent (however otherwise evidenced); (viii) liquidates, winds-up, dissolves or appointment suspends business; or (ix) has commenced against it any case, proceeding or other action seeking the issuance of a receiver warrant of attachment, execution, distraint or custodian for similar process against all or any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value substantial part of its assets, which results in the entry of an order for any such relief which shall not have been vacated, discharged, or Seller is generally not paying its debts stayed or bonded pending appeal within sixty (60) days from the entry thereof; (e) ATII or any Subsidiary shall (i) default in any payment of any other instrument or agreement (other than with Lender) with an outstanding principal amount in excess of $10,000 beyond the period of grace, if any, provided in the applicable instrument or agreement, or (ii) default in the observance of any other provision of such other instrument or agreement as they to cause, or permit the holder of such instrument or agreement to cause, the obligations thereunder to become due prior to its stated maturity; (f) One or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment more judgment or the like is issued decrees shall be entered against or attaches to the Purchased Receivables ATII or any Collateral; Subsidiary involving in the aggregate a liability (Enot paid or fully covered by insurance) Seller of $10,000 or more, and any of such judgments or decrees shall breach any covenantnot have been vacated, agreement, warrantydischarged, or representation set forth herein, and the same is not cured to Buyer's satisfaction stayed or bonded pending appeal within ten sixty (1060) days after Buyer has given Seller oral or written notice the entry thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; or (Fg) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer Any guaranty or any division subordination agreement required or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation delivered in connection with this Agreement is breached or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilitiesbecomes ineffective, or any part thereofguarantor, or subordinating creditor disavows its obligation ▇▇▇▇▇▇ the guaranty or subordination agreement, as the case may be; or (Gh) An event Any Borrower fails to perform any of default shall occur its obligations under any guaranty executed by other agreement or lease with Lender (subject to any guarantor cure rights or notice periods contained in such other agreement or lease); or (i) At any time a Borrower other than ATII ceases to be a Subsidiary or ATII; or (j) If any Change in Control should occur without Lender's prior written consent. A "Change in Control" of ATII shall be deemed to have occurred upon any change in the direct or indirect control of, or the ability or right to control, a majority of the Obligations voting shares of Seller any class of securities or ownership rights in any ATII or any other Borrower or in the right and/or the power to Buyer control the election of the board of directors of ATII or any other Borrower; or (k) The occurrence of a material adverse effect on, or material adverse change in, (i) the business, operations or financial condition of ATII or any other Borrower, (ii) the ability of ATII or any other Borrower to perform its obligations under this Agreement, any Note, or any material provision of any such guaranty shall for any reason cease the other Loan Documents, or (iii) the Lender's ability to be valid enforce the right sand remedies granted under this Agreement or enforceable or any such guaranty shall be repudiated or terminatedthe other Loan Documents, including by operation of law; (H) A default in all cases whether attributable to a single circumstance or event or an aggregation of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; circumstances or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementevents.

Default. The following events will be deemed to be events of default by Tenant under this Lease: (a) Tenant will fail to pay any installment of the Rent herein reserved, or payment with respect to taxes hereunder, or any other payment or reimbursement to Landlord required herein, within five (5) days of when due; provided, however, on one occasion during each calendar year of the term of this Lease, it shall not be an event of default hereunder if Tenant makes full payment within five (5) days after receipt of written notice from Landlord. (b) Tenant will become insolvent, or will make a transfer in fraud of creditors, or will make an assignment for the benefit of creditors. (c) Tenant will file a petition under any section or chapter of the Bankruptcy Reform Act, as amended or under any similar law or statute of the United States or any state thereof; or Tenant will be adjudged bankrupt or insolvent in proceedings filed against Tenant thereunder. (d) A receiver or trustee will be appointed for all or substantially all of the assets of Tenant. (e) Tenant will desert or vacate all or a portion of the Premises, and cease paying Rent at the Premises. (f) Tenant will fail to yield up immediate possession of the Premises to Landlord upon termination of this Lease. (g) Tenant will fail to comply with any term, provision or covenant of this Lease (other than the provisions of subparagraphs (a), (b), (c), (d), (e) and (f) of this Section 15), and will not cure such failure within thirty (30) days after written notice thereof to Tenant or such additional period of time as will be reasonably granted by Landlord if Tenant is acting in good faith and with diligence to complete such cure. Upon the occurrence of any event of default in the preceding section hereof, Landlord will have the option to pursue any remedy at law or in equity, including, but not limited to, one or more of the following shall constitute an Event of Default hereunder.remedies without any separate notice or demand whatsoever: (Aa) Seller Terminate this Lease, in which event Tenant will immediately surrender the Premises to Landlord, and if Tenant fails to pay do so, Landlord may, without prejudice to any amount owed to Buyer as other remedy which it may have for possession or arrearage in Rent, enter upon and when due; (B) There shall take possession of the Premises and expel and remove Tenant and any other person who may be commenced by or against Seller any voluntary or involuntary case under occupying the United States Bankruptcy Code, or any assignment for the benefit of creditors, or appointment of a receiver or custodian for any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; provided, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, Premises or any part thereof, by any legal means necessary without being liable for prosecution or any claim of damages therefore; secure the Premises against unauthorized entry; and Tenant agrees to pay to Landlord on demand the amount of all loss and damage which Landlord may suffer by reason of such termination, whether through inability to relet the Premises on satisfactory terms or otherwise. (Gb) An Enter upon and take possession of the Premises and expel or remove Tenant and any other person who may be occupying such Premises or any part thereof, by any legal means necessary without being liable for prosecution and receive the Rent thereof; secure the Premises against unauthorized entry; store any property located on the Premises at the expense of the owner thereof and Tenant agrees to pay to Landlord on demand any deficiency that may arise by reason of such reletting. In the event Landlord is successful in reletting the Premises at a rental in excess of that agreed to be paid by Tenant pursuant to the terms of this Lease, Landlord and Tenant each mutually agree that Tenant will not be entitled, under any circumstances, to such excess rental, and Tenant does hereby specifically waive any claim to such excess rental. (c) Enter upon the Premises, by any legal means necessary without being liable for prosecution or any claim for damages therefore, secure the Premises against unauthorized entry, remove all property of Tenant from the Premises and store it at the cost and expense of Tenant, and do whatever Tenant is obligated to do under the terms of this Lease; and Tenant agrees to reimburse Landlord on demand for any expenses which Landlord may incur in thus effecting compliance with Tenant’s obligations under this Lease, and Tenant further agrees that Landlord will not be liable for any damages resulting to Tenant from such action, whether caused by the negligence of Landlord or otherwise. (d) Subject to the obligation of Landlord to mitigate its damages under Applicable Law, accelerate and demand the payment of all Rent and other charges due and payable hereunder over the term of this Lease to an amount equal to the aggregate sum which at the time of such termination represents the excess, if any, of the present value of the aggregate Rent which would have been payable after the termination date had this Lease not been terminated, including, without limitation, the amount projected by Landlord as Rent for the remainder of the Lease Term, over the then present value of the then aggregate fair rent value of the Premises for the balance of the Lease Term, such present worth to be computed in each case on the basis of the lesser of: (i) the rate on a United States Treasury ▇▇▇▇ with a maturity date equal to the termination date of the Lease, or (ii) five percent (5%) per annum discount from the respective dates upon which such Rent would have been payable hereunder had this Lease not been terminated. Landlord’s failure to perform or observe any of its Lease obligations after a period of thirty (30) days or the additional time, if any, that is reasonably necessary to promptly and diligently cure the failure after receiving written notice from Tenant is a Landlord Default. The notice shall reasonably detail the nature and extent of the failure and identify the Lease provision(s) containing the obligation(s). If Landlord commits a Landlord Default, Tenant may pursue any remedies given in this Lease or under Applicable Law. Pursuit of any of the foregoing remedies will not preclude pursuit of any of the other remedies herein provided or any other remedies provided by law or equity, nor will pursuit of any remedy herein provided constitute a forfeiture or waiver of any Rent due to Landlord hereunder or of any damages accruing to Landlord by reason of the violation of any of the terms, provisions and covenants herein contained. No act or thing done by Landlord or its agents during the term hereby granted will be deemed a termination of this Lease or an acceptance of the surrender of the Premises, and no agreement to terminate this Lease or accept a surrender of the Premises will be valid unless in writing signed by Landlord. No waiver by Landlord or Tenant of any violation or breach of any of the terms, provisions and covenants herein contained will be deemed or construed to constitute a waiver of any other violation or breach of any of the terms, provisions and covenants herein contained. Landlord’s acceptance of the payment of rental or other payments hereunder after the occurrence of an event of default shall occur under will not be construed as a waiver of such default, unless Landlord so notifies Tenant in writing, and no receipt of money by Landlord from Tenant after the termination of this Lease or after service of any guaranty executed by notice or after the commencement of any guarantor suit or after final judgment for possession of the Obligations Premises will reinstate, continue or extend the term of Seller to Buyer under this Agreement, Lease or any material provision of affect any such guaranty shall for any reason cease termination, notice, suit or judgment, unless Landlord so notifies Tenant in writing. Forbearance by Landlord or Tenant to be valid enforce one or enforceable or any such guaranty shall be repudiated or terminated, including by operation more of law; (H) A default or the remedies herein provided upon an event of default will not be deemed or construed to constitute waiver of such default or of said party’s right to enforce any such remedies with respect to such default or any subsequent default. Notwithstanding any provision contained in this Lease to the contrary, should either party institute any legal proceeding against the other for breach of any provision herein contained and prevail in such action, such other party shall occur under any agreement between Seller reimburse the prevailing party for the expenses of such prevailing party, including, without limitation, its reasonable attorneys’ fees actually incurred at standard and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementreasonable billing rates.

Default. The occurrence of any one or more of the following shall constitute an Event of Default hereunder. (A) Seller If (i) Tenant fails to pay any amount owed to Buyer as and installment of Base Rent when due; , (Bii) There shall be commenced by or against Seller Tenant fails to pay any voluntary or involuntary case under the United States Bankruptcy Code, or any assignment Additional Rent when due and such failure continues for the benefit a period of creditors, or appointment of a receiver or custodian for any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral or written notice thereof; providedfrom Landlord, that if (iii) Tenant abandons or vacates the Premises, (iv) Tenant fails to observe or perform any of Tenant's other obligations herein contained and such breach failure continues for more than fifteen (15) days after written notice from Landlord or such longer period as may be necessary so long as Tenant has commenced curing such default and is incapable using diligent efforts to cure the same, (v) Tenant commits an act of being cured it bankruptcy or files a petition or commences any proceeding under any bankruptcy or insolvency law, (vi) a petition is filed or any proceeding is commenced against Tenant under any bankruptcy or insolvency law and is not dismissed within thirty (30) days, (vii) Tenant is adjudicated a bankrupt, (viii) a receiver or other official is appointed for Tenant or for a substantial part of Tenant's assets or for Tenant's interests in this Lease, or (ix) any attachment or execution is filed or levied against a substantial part of Tenant's assets or Tenant's interests in this Lease or any of Tenant's property in the Premises which is not dismissed or satisfied within forty-five (45) days, then in any such event, an “Event of Default” shall constitute an immediate be deemed to exist and Tenant shall be in default hereunder, and, at the option of Landlord, in addition to all other legal and equitable remedies: (a) the balance of the Base Rent and all Additional Rent and all other sums to which Landlord is entitled hereunder shall be deemed to be due payable and in arrears, as if payable in advance hereunder; or (Fb) Seller is this Lease and the Term shall, without waiver of Landlord's other rights and remedies, terminate without any right of Tenant to save the forfeiture. Any acceleration of the rent by Landlord shall not in compliance with, or otherwise is in default under, any term constitute a waiver of any documentright or remedy of Landlord, instrument and if Tenant shall fail to pay the accelerated rent upon Landlord's demand, then Landlord may thereafter terminate this Lease, as aforesaid. Immediately upon such termination by Landlord, Landlord shall have the right to recover possession of the Premises with or agreement evidencing a debtwithout legal process, obligation or liability of breaking locks and replacing locks, and removing Tenant's and any kind or character of Sellerthird party's property therefrom, now or hereafter existingand making any disposition thereof as Landlord may deem commercially reasonable. (B) Following such termination, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, Landlord shall have the unrestricted right to lease the Premises or any part thereof; thereof to any person and pursuant to any terms as Landlord may elect, but Landlord shall have no obligation to rent the Premises so long as Landlord (Gor any related entity) An event of default shall occur under any guaranty executed by any guarantor has other comparable vacant space available for leasing in the general geographical area of the Obligations Premises. (C) Tenant expressly waives: (i) all rights under the Landlord and Tenant Act of Seller 1951, and all supplements and amendments thereto; and (ii) the right to Buyer three (3) months’ or fifteen (15) or thirty (30) days’ notice required under certain circumstances by the Landlord and Tenant Act of 1951, Tenant hereby agreeing that the respective notice periods provided for in this Agreement, or any material provision of any such guaranty Lease shall for any reason cease to be valid or enforceable sufficient in either or any such guaranty case. (D) No act or forbearance by Landlord shall be repudiated deemed a waiver or terminatedelection of any right or remedy by Landlord with respect to Tenant's obligations hereunder, including by operation of law; (H) A default or event of default unless and to the extent that Landlord shall occur under any agreement between Seller execute and deliver to Tenant a written instrument to such effect, and any creditor such written waiver by Landlord shall not constitute a waiver or relinquishment for the future of Seller that has entered into any obligation of Tenant. Landlord's acceptance of any payment from Tenant (regardless of any endorsement on any check or any writing accompanying such payment) may be applied by Landlord to Tenant's obligations then due hereunder any priority as Landlord may elect, and such acceptance by Landlord shall not operate as an accord and satisfaction or constitute a subordination agreement waiver of any right or remedy of Landlord with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementregard to Tenant's obligations hereunder.

Default. The occurrence Borrower shall be in default under this Agreement upon the happening of any one or more of the following shall constitute an Event of Default hereunder.events: (Aa) Seller the Borrower fails to pay when due any amount owed payable on the Loan and such nonpayment is not remedied within ten (10) business days after written notice thereof to Buyer the Borrower and JMS Holdings, LLC, the owner of the Development Property (“JMS”), by the City; (b) the Borrower is in breach in any material respect, of any obligation or agreement under this Agreement (other than nonpayment of any amount payable on the Loan) and remains in breach in any material respect for thirty (30) business days after written notice thereof to the Borrower and JMS by the City; provided, however, that if such breach shall reasonably be incapable of being cured within such thirty (30) business days after notice, and if the Borrower commences and diligently prosecutes the appropriate steps to cure such breach, no default shall exist so long as and when due; the Borrower is proceeding to cure such breach; (Bc) There shall be commenced by or against Seller if any voluntary or involuntary case under the United States Bankruptcy Codematerial covenant, warranty, or representation of the Borrower shall prove to be untrue in any material respect, provided such covenant, warranty or representation of the Borrower remains untrue in any material respect for thirty (30) business days after written notice thereof to the Borrower and JMS by the City; provided, however, that if such untruth shall reasonably be incapable of being corrected within such thirty (30) business days after notice, and if the Borrower commences and diligently prosecutes the appropriate steps to correct such untruth, no default shall exist so long as the Borrower is so proceeding to correct such untruth; (d) the Borrower, on or after the Initial Disbursement Date, fails to pay its debts as they become due, makes an assignment for the benefit of its creditors, or appointment of a receiver or custodian for any of admits in writing its assets; (C) Seller shall become insolvent in that inability to pay its debts are greater than as they become due, files a petition under any chapter of the fair value of its assetsFederal Bankruptcy Code or any similar law, state or Seller federal, now or hereafter existing, becomes “insolvent” as that term is generally not paying defined under the Federal Bankruptcy Code, files an answer admitting insolvency or inability to pay its debts as they become due or is left with unreasonably small capital; (D) Any in any involuntary lien, garnishment, attachment or the like is issued bankruptcy case commenced against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warrantyit, or representation set forth herein, and the same is not cured fails to Buyer's satisfaction obtain a dismissal of such case within ten sixty (1060) days after Buyer has given Seller oral its commencement or written notice thereof; provided, that if such breach is incapable convert the case from one chapter of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance withthe Federal Bankruptcy Code to another chapter, or otherwise is be the subject of an order for relief in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and severalbankruptcy case, or fixed be adjudged a bankrupt or contingentinsolvent, together with or has a custodian, trustee, or receiver appointed for it, or has any and all renewals and extensions court take jurisdiction of such debts, obligations and liabilitiesits property, or any part thereof; , in any proceeding for the purpose of reorganization, arrangement, dissolution, or liquidation, and such custodian, trustee, or receiver is not discharged, or such jurisdiction is not relinquished, vacated, or stayed within sixty (G60) An event of default shall occur under any guaranty executed by any guarantor days of the Obligations of Seller appointment; (e) a final judgment is entered against the Borrower that the City reasonably deems will have a material, adverse impact on the Borrower’s ability to Buyer comply with the Borrower’s obligations under this Agreement; (f) the Borrower sells, conveys, transfers, encumbers, or any material provision otherwise disposes of any such guaranty shall for any reason cease to be valid or enforceable all or any such guaranty shall be repudiated or terminated, including by operation part of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any its interest in the Development Property/Equipment without the prior written approval of the terms City; (g) the Borrower merges or consolidates with any other entity without the prior written approval of the City; or (h) there is a loss, theft, substantial damage, or destruction of all or any part of the Collateral that is not comply with such subordination agreementremedied to the City’s satisfaction within sixty (60) business days after written notice thereof by the City to the Borrower.

Default. The occurrence of any one or more of the following shall constitute an Event of Default hereunder.matters constitutes a “Default” by Tenant under this Lease: (Ai) Seller fails Failure by Tenant to pay any amount owed to Buyer as and Rent when due, if such failure continues for five (5) days after written notice to Tenant of such failure; (ii) Failure by Tenant to pay any other money required to be paid by Tenant under this Lease when due, if such failure continues for five (5) days after written notice to Tenant of such failure; (iii) Failure by Tenant to observe or perform any of the covenants in respect of assignment and subletting set forth in Section 15; (iv) Failure by Tenant to cure forthwith, immediately after receipt of notice from Landlord, any hazardous condition which Tenant has created or permitted in violation of law or of this Lease; (v) Failure by Tenant to complete, execute and deliver any instrument or document required to be completed, executed and delivered by Tenant pursuant to Section 20 or Section 24 of this Lease, within ten (10) days after the initial written demand therefor to Tenant if such failure continues for five (5) days after written notice to Tenant of such failure; (vi) Failure by Tenant to observe or perform any other covenant, agreement, condition or provision of this Lease, if such failure shall continue for twenty (20) days after written notice thereof from Landlord to Tenant; (B) There provided that such 20-day period shall be commenced extended for the time reasonably required to complete such cure (not to exceed, in any event, an additional 60-day period), if such failure cannot reasonably be cured within said 20-day period and Tenant commences to cure such failure within said 20-day period and thereafter diligently and continuously proceeds to cure such failure; (vii) The levy upon execution or the attachment by or against Seller any voluntary or involuntary case under legal process of the United States Bankruptcy Codeleasehold interest of Tenant, or any the filing or creation of a lien in respect of such leasehold interest, which lien shall not be released or discharged within thirty (30) days from the date of such filing; (viii) Tenant becomes insolvent or bankrupt or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of a trustee or receiver for Tenant or custodian for any the major part of its assets; property; (Cix) Seller shall become insolvent in that its debts are greater than the fair value A trustee or receiver is appointed for Tenant or for a major part of its assetsproperty, without Tenant’s application therefor or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth hereinconsent thereto, and the same is not cured to Buyer's satisfaction discharged within ten sixty (1060) days after Buyer such appointment; (x) Any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding for relief under any bankruptcy law or similar law for the relief of debtors, is instituted (A) by Tenant, or (B) against Tenant and is allowed against it or is consented to by it or is not dismissed within sixty (60) days after such institution; or (xi) Upon the third occurrence within any twelve-month period that Tenant fails to pay Rent when due or has given Seller oral breached a particular covenant of this Lease (whether or written notice thereof; provided, that if not such failure or breach is incapable of being thereafter cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, within any stated cure or otherwise is in default under, any term of any document, instrument grace period or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementstatutory period).

Default. The occurrence of If Lessor considers that Lessee has not complied with any one or more of the following covenants, conditions or obligations hereunder, whether express or implied, Lessor shall constitute an Event notify Lessee, in writing, by certified mail, setting out specifically in what respects it is claimed that Lessee has breached this Lease. The receipt of Default such notice by Lessee and the lapse of thirty (30) days thereafter, without Lessee’s curing or commencing and diligently pursuing such action which is necessary to cure the alleged breaches shall be a default hereunder. (A) Seller . Upon such default, Lessor may, at its option, terminate this Lease. Whether or not Lessor so terminates this Lease, Lessor has all of its rights and remedies under the law and this Lease with respect to such default. Notwithstanding any contrary provision in the foregoing paragraph, if Lessee fails to pay any amount owed to Buyer as and when due; (B) There shall be commenced by or against Seller any voluntary or involuntary case under the United States Bankruptcy Code, or any assignment for the benefit of creditors, or appointment of a receiver or custodian for make any of its assets; the payments due under Articles 3, 4, 6 or 10 herein within thirty (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within ten (1030) days after Buyer has given Seller oral or written receipt of notice thereofof such failure from Lessor, this Lease shall terminate absolutely; provided, however, that if such breach is incapable of being cured it any termination for whatever reason shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and excuse Lessee from performing all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur incurred under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of this Lease prior to such termination. In the event that Lessee, in good faith, contests the default by court action within thirty (30) days after receipt of such notice by Lessee, and Lessee continues to pay the payments required and perform the other obligations of this Lease, this Lease shall not be terminated until a final decision has been reached that a default exists; Lessee shall have thirty (30) days within which to cure or not comply with commence and diligently pursue such subordination agreementactions necessary to cure the default or such other reasonable time as the parties shall mutually agree or the court shall determine. In the event of termination under this Article 15, Lessee shall have the right to remove, pursuant to Article 17, its property and equipment from the Red Rock Mineral Prospect, as hereinafter provided, but only after Lessee has performed all of its accrued obligations under this Lease. Until such performance by Lessee, Lessor shall have a lien upon all of Lessee’s property and improvements located on the Red Rock Mineral Prospect.

Default. The occurrence Except for a default under the preceding paragraph for which immediate right of any one or more of the following shall constitute an Event of Default hereunder. (A) Seller termination is given to Owner, if Tenant fails to pay any amount owed to Buyer as and when due; (B) There shall be commenced by or against Seller any voluntary or involuntary case under the United States Bankruptcy Code, or any assignment for the benefit installment of creditors, or appointment of a receiver or custodian for any of its assets; (C) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction rent within ten (10) days after Buyer has given Seller oral written notice, or to perform any other covenant under this lease within thirty (30) days after written notice thereoffrom Owner stating the nature of the default, Owner may cancel this lease and reenter and take possession of the premises using all necessary force to do so; provided, however, that if the nature of such breach default other than for nonpayment of rent is incapable of being such that the same cannot reasonably be cured it within such thirty (30) day period, Tenant shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is be deemed to be in default underif Tenant shall within such period commence such cure and thereafter diligently prosecute the same to completion. Notwithstanding such retaking of possession by Owner, any Tenant's liability for the rent provided herein shall not be extinguished for the balance of the term of any documentthis lease. Upon such reentry, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existingOwner may elect either (1) to terminate this lease, in favor which event Tenant shall immediately pay to Owner a sum equal to that by which the then cash value of Buyer the total rent reserved under this lease for the balance of the lease term exceeds the then reasonable rental value of the premises for the balance of the lease term; or any division or affiliate of Silicon Valley Bank(2) without terminating this lease, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and to relet all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations premises as the agent of Seller and for the account of Tenant upon such terms and conditions as Owner may deem advisable, in which event the rents received on such reletting shall be applied first to Buyer under this Agreementthe expenses of reletting and collection, including attorney's fees and real estate commissions paid, and thereafter to pay of all sums due or to become due Owner hereunder. If a sufficient sum shall not be thus realized to pay such sums and other charges, Tenant shall pay Owner any material provision deficiency monthly, and Owner may bring an action therefor as such monthly deficiency shall arise. In the event of any such guaranty retaking of possession of the premises by the Owner as herein provided, Tenant shall for remove all personal property located thereon and, upon failure to do so upon demand of Owner, Owner may remove and store the same in any reason cease place selected by Owner, including but not limited to be valid a public warehouse, at the expense and risk of Tenant. If Tenant shall fail to pay any sums due hereunder or enforceable or the cost of storing any such guaranty property after it has been stored for a period of thirty (30) days or more, Owner may sell any or all of such property at public or private sale and shall apply the proceeds of such sale first, to the cost of such sale; second, to the payment of the charges for storage, if any; and third, to the payment of any other sums of money which may be repudiated or terminated, including by operation of law; (H) A default or event of default shall occur due from Tenant to Owner under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of this lease, and the balance, if any, to Tenant. Tenant hereby waives all claims for damages that may be caused by Owner's lawfully reentering and taking possession of the premises or not comply with lawfully removing and storing the property of Tenant as herein provided, and will save Owner harmless from loss, costs, or damages occasioned by Owner thereby, and no such subordination agreementlawful reentry shall be considered or construed to be a forcible entry.

Default. The occurrence provisions of Section 3 notwithstanding, in the event of default, the CERRA Board of Directors may declare the entire unpaid amount of indebtedness evidenced by this Note, including interest, immediately due and payable. A default hereunder shall preclude further participation by the Fellow in the South Carolina Teaching Fellows Program. The following events in addition to those otherwise set forth herein and not by way of limitation, shall be considered a default hereunder: a) Failure to meet required GPA and credit hours; b) Failure to maintain satisfactory progress toward graduation with licensure to teach as defined by the institution and State of South Carolina; c) Failure to comply with any one or more of the following shall constitute an Event of Default hereunder.terms and conditions stated herein; (Ad) Seller fails Failure to pay any amount owed pursue a full-time program in teacher education or course work leading to Buyer as and when due; (B) There shall be commenced by or against Seller any voluntary or involuntary case under the United States Bankruptcy Codeteacher certification, or permanent withdrawal from college for any reason; e) Failure to be admitted to the college’s teacher education program by the junior year; f) Withdrawal or expulsion from the college or university; g) Failure to notify CERRA of a change in the Fellow’s name, address, telephone number or school enrollment status within thirty (30) days of the change; h) Failure to notify CERRA in writing within ninety (90) days of the Fellow’s graduation of the Fellow’s intentions concerning forgiveness of the indebtedness evidenced by this Note; i) Insolvency, assignment for the benefit of creditors, creditors or appointment the filing of a receiver petition in bankruptcy by or custodian on behalf of the Fellow; j) Use of the proceeds of this Note for any other than payment of its assets; (C) Seller shall become insolvent costs of attendance at an institution of higher education participating in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due or is left with unreasonably small capital; (DSouth Carolina Teaching Fellows Program; k) Any involuntary lienrepresentation, garnishmentwarranty or statement made or furnished to CERRA by or on behalf of the Fellow in connection with this Note proving to have been false in any material respect when made or furnished; l) Failure to perform any obligation, attachment liability or the like is issued against agreement contained or attaches referred to herein, including adherence to the Purchased Receivables Repayment Schedule; m) Conviction or plea of guilty of a felony or other crime other than minor traffic violations. n) Failure to make a payment when due. o) Determination that the Fellow is illegally within the United States. Failure of the CERRA Board of Directors or any Collateral; (E) Seller subsequent holder of this Note to exercise any option available to said holder shall breach not constitute a waiver of the right to exercise such option in the event of a future default. No delay or omission on the part of the CERRA Board of Directors or any covenantsubsequent holder of this note in exercising any right hereunder shall operate as a waiver of such right or of any other right of such holder nor shall any delay, agreementomission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion. Upon default, warrantyCERRA will notify the Fellow, or representation set forth hereinin writing, of such default. The notice of default will be by certified mail, return receipt requested, and regular U.S. mail addressed to the same is not cured to Buyer's satisfaction within ten (10) days after Buyer has given Seller oral Fellow at the last address on file with CERRA. Refusal or written notice thereof; provided, non-delivery at that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty address shall be repudiated or terminateddeemed delivery after seven (7) days. Upon default, including by operation of law; (H) A default or event of default shall occur under any agreement between Seller CERRA may disclose that the Fellow has defaulted, along with other relevant information, to the surety and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementto credit bureau organizations.

Default. In the event that: (a) The occurrence LESSEE shall default in the payment of any one installment of rent or more other sum herein specified and such default shall continue for ten (10) days after written notice thereof; or (b) The LESSEE shall default in the observance or performance of any other of the following LESSEE'S covenants, agreements, or obligations thereunder and such default shall constitute an Event of Default hereunder.not be corrected within thirty (30) days after written notice thereof; or (Ac) Seller fails to pay any amount owed to Buyer as and when due; (B) There The LESSEE shall be commenced by declared bankrupt or against Seller any voluntary or involuntary case under the United States Bankruptcy Codeinsolvent according to law, or or, if any assignment shall be made of LESSEE'S property for the benefit of creditors, then the LESSOR shall have the right thereafter, while such default continues, to re-enter and take complete possession of the leased premises, to declare the term of this lease ended, and remove the LESSEE'S effects, without prejudice to any remedies which might be otherwise used for arrears of rent or appointment other default. The LESSEE shall indemnify the LESSOR against all loss of a receiver rent and other payments which the LESSOR may incur by reason of such termination during the residue of the term, provided however the LESSOR shall be required to take reasonable steps to mitigate its loss. If the LESSEE shall default, after reasonable notice thereof, in the observance or custodian for performance of any conditions or covenants on LESSEE'S part to be observed or performed under or by virtue of any of its assets; (C) Seller shall become insolvent the provisions in that its debts are greater than any article of this lease, the fair value LESSOR, without thereby waiving such default, may remedy such default for the account and at the expense of its assetsthe LESSEE. If the LESSOR makes any expenditures or incurs any obligations for the payment of money in connection therewith, including but not limited to, reasonable attorney's fees in instituting, prosecuting or Seller is generally not paying its debts as they become due defending any action or is left proceeding, such sums paid or obligations incurred, with unreasonably small capital; (D) Any involuntary lien, garnishment, attachment or interest at the like is issued against or attaches to the Purchased Receivables or any Collateral; (E) Seller shall breach any covenant, agreement, warranty, or representation set forth herein, and the same is not cured to Buyer's satisfaction within rate of ten (10) days after Buyer has given Seller oral or written notice thereof; providedper cent per annum and costs, that if such breach is incapable of being cured it shall constitute an immediate default hereunder; (F) Seller is not in compliance with, or otherwise is in default under, any term of any document, instrument or agreement evidencing a debt, obligation or liability of any kind or character of Seller, now or hereafter existing, in favor of Buyer or any division or affiliate of Silicon Valley Bank, regardless of whether such debt, obligation or liability is direct or indirect, primary or secondary, joint, several or joint and several, or fixed or contingent, together with any and all renewals and extensions of such debts, obligations and liabilities, or any part thereof; (G) An event of default shall occur under any guaranty executed by any guarantor of the Obligations of Seller to Buyer under this Agreement, or any material provision of any such guaranty shall for any reason cease to be valid or enforceable or any such guaranty shall be repudiated or terminated, including paid to the LESSOR by operation of law; (H) A default or event of default shall occur under any agreement between Seller and any creditor of Seller that has entered into a subordination agreement with Buyer; or (I) Any creditor that has entered into a subordination agreement with Buyer shall breach any of the terms of or not comply with such subordination agreementLESSEE as additional rent.